Ben 10,000
by DocMcDuck
Summary: When tragedy strikes and a new evil looms over the universe, Ben must trek across the universe to find new technologies and hone his strengths. With a new team and an unfinished Omnitrix, Ben finally makes the transformation into Ben Ten-thousand. (Many chapters and an ending are planned)(Ben x Kai)(Rook x Fistina) Updates come every OTHER Monday. That means bi-weekly.
1. Episode 1: Dusk

Episode 1: Dusk

A young man was facing down his arch nemesis. Just over 21, Ben Tennyson was a daring young hero, equipped with a powerful device on his wrist. He wore jeans and a dark green t-shirt, and was growing a little bit of a beard. (He had met his future self, and liked how he looked with a goatee.) As for the device he wore, it was a sleek white wristwatch with a black face. Dubbed 'the omnitrix' by its creator, it contains a massive library of alien DNA, and allows the user to transform into any sapient species. The user of this device wields great power with the ability to take countless forms. Many villains have sought after it for over 10 years, but none have succeeded as of yet.

Currently, Ben 10 and his comrades were in combat with one such villain; his archnemesis, whom he had been fighting since he was ten. His name was Vilgax the conqueror, an ancient warlord bent on the domination of the universe. His goal used to be the possession of the omnitrix, but it had shifted to the destruction of Ben Tennyson.

As vilgax swung his sword in a mighty downward swing, Ben rolled to the side and slapped the Omnitrix. A wave of green energy flowed over him, and he doubled in height. His skin color shifted to red, his eyes turned yellow, and two extra arms sprouted below his upper ones. He gained five times his original muscle mass, and two extra eyes opened alongside the original pair. As the wristwatch disappeared off of his arm, an hourglass symbol appeared on his chest.

The newly transformed Tetramand leapt forward, only to meet a backhanded swing from his lifelong enemy. Fourarms flew across the battlefield, crashing into a nearby building. Ben's grandfather, Max Tennyson, was knocked back by the blow as well. Vilgax the conqueror let out a low, guttural laugh before advancing on the red alien.

" **You amuse me, Tennyson. With all of this newfound strength that I possess, I can hardly believe you used to be a pain to me.** "

Our heroes were fighting on a distant planet called Galvan Prime. Towering buildings surrounded them, and were shockingly built by a six-inch frog-like species called Galvans. In the sky was a large black orb with green circuitry arranged in random patterns. It was Galvan B, the moon of this planet.

Suddenly, a clang could be heard as a certain metal-clad teenager bounced off of vilgax's armor. The warlord smirked, and turned towards the offender.

" **Kevin Levin. I was wondering when you would show your disgusting face.** " As Kevin yelled and charged at the towering squid creature, Vilgax's fist lit up with red energy as he prepared for another backhand. When the blow made direct contact with the Osmosian's face, the teen was blasted into the sky, and a crater was made on Galvan B.

Finally, Fourarms pulled himself out of the wreckage in a daze. "You'll… pay for that…", he panted out, heavily breathing.

Vilgax smiled maliciously. " **I seriously doubt that.** " he walked at a leisurely pace, still approaching the weakened Tetramand. His grin widened further.

With a yell, Fourarms clapped all of his hands together with all of his strength, creating a shockwave that should have sent vilgax flying. Instead, the warlord only slid back a few feet. His four yellow eyes widening in surprise, Fourarms touched the green emblem on his chest and reverted to human form. Ben quickly dialed up another alien and slapped the omnitrix again.

As green energy enveloped his body, he shrunk to half of his human height. His head widened, his arms and legs got stubbier, and his skin turned white. Headphones appeared over his ears while a small backpack formed on his back, and his mouth got much deeper and larger. Once the transformation was complete, Echo Echo glowed green and five more of himself jumped out of his silhouette.

When he spoke with his robotic sounding voice, each word came from a different clone. The six Sonorosians exclaimed, " **You. Are. Going. Down. You. Monster!** " All six clones opened their mouths wide and let out a massive sonic blast. While Fourarms's shock-clap only slightly pushed the Conqueror, Echo Echo's sonic blast blew Vilgax into a building. The six sonorosians, still blasting sonic energy, slowly advanced on the warlord.

Vilgax quickly recovered and glared at the small white clones. His eyes lit up with red energy, and with a sweep of his gaze, he blasted five of the clones into oblivion. The sixth barely managed to dodge out of the way as the laser gaze flew past him. He touched the omnitrix symbol on his chest and reverted to human, but before he could reactivate the watch, vilgax blasted him with heat vision.

Gwen, recovering from a previous blow, barely managed to block the beam with her mana shield before passing out completely.

Vilgax's eyes narrowed as ben started quickly scrolling through his aliens.

"Now you're really going to pay. IT'S HERO TIME!" he slapped the core down, and once more, he was enveloped in green energy. He grew several feet as his skin hardened. Several crystal spikes jutted from the top of his head, and his shoulders and back. His eyes merged into one as his flesh turned polygonal. He was overall purple, but his hands and spikes were a pinker color. "Chromastone? I could've sworn I selected Atomix… no matter. This guy's perfect."

The crystal-sapien levitated into the air and blasted multicolored beams at his opponent from his outstretched hands. They didn't seem to have much effect on the warlord, so chromastone moved in for closer combat.

Vilgax knew better than to attack this form with energy, so he readied his massive sword. Ben realized that chromastone was actually great in this situation. _I see he's resulting to hand to hand combat as well. He must realize that eye beams are useless against an opponent who absorbs energy._

Chromastone may have flight, strength, and energy powered punches, but vilgax was just plain powerful. He took a few hits from the purple alien, but with powerful one swipe of the large sword, chromastone was blasted into the next building over.

Chromastone got up shakily. "Getting hit into buildings has been far too common of an occurrence in this battle. I need some brains to fight that brawn."

After emerging from the rubble, chromastone reverted to human form one last time. After quickly scrolling through the alien database, ben slapped the core back down and the green light engulfed him once again. His bones dissolved and his skin formed into a brown exoskeleton. His head was enlarged and his brain followed suit, and started charging up electricity. His legs formed into six smaller appendages while his hands transformed into pincers. The omnitrix formed into a breathing apparatus on his waist.

"Brainstorm ought to do the trick. A quick moment to take inventory of the surroundings." The cerebral crustacean quickly glanced around and observed countless possible weapons, none of which were powerful enough to put a dent on the adversary. Brainstorm turned to observe his foe instead, while backing up and discharging lightning attacks. _From previous experiences, his armor alone could survive a full cosmic blast from my to'kustar form, and my energy would be depleted quickly. Only repeated attacks from Atomix could do any real damage, but not before destroying the entire planet. The armor seems to be insulated, as my electric discharges have no effect. The armor obviously has robotic enhancement components, meaning there is a central computation system. A galvanic mechamorph would be idiotic. The required proximity would ensure defeat, and upgrading his armor is simply a stupid idea. A nanochip could slip between the cracks of the armor, but the glow from the approach would give it away. That small of a form alone would be unwise against this opponent, considering his speed and strength. Side note, he has not displayed his true speeds. A test from a Kineceleran form may be necessary. Now there's a thought. Why not hit two birds with a single stone? Although it is discouraged by asmuth, I will have take advantage of the qualities of a Splixon. Memorizing strategy, reverting to human._

Brainstorm climbed into a building to leave vilgax's eyesight and changed back to human form. As fast as he could, he dialed up ditto and slammed down the watch face. He shortened to three and a half feet tall, and grew three fins on his head. The rest of his body took the rough appearance of a mole, and adopted a black and white color scheme. After completing the transformation, ditto split into two duplicates and started fiddling with the omnitrix on his forehead.

In their adorable Rob Paulsen voice, the two splixons started mumbling. "just a few twists this way, a few taps here, and BiNGO!"

Ditto 2: "Wow, you're done too?"

Ditto 1: "Yep. You ready?"

Ditto 2: "Ready as I'll ever be."

They both pressed the icon on their foreheads and were engulfed in green light. Ditto number one grew a bit and took on a reptilian form. The back of his head narrowed and extended, and his skin turned blue. A long striped tail grew from his backside, and balls formed on the ends of his feet.

Ditto number two grew to about six feet. He became very lean as he turned blue and black, with large green eyes. Four large butterfly-like wings sprouted from his back. The necrofriggian nodded to his Kineceleran counterpart, and the faster one of the two rushed out of the building at high speeds as the ghostly ice butterfly turned invisible and intangible.

Vilgax, unaware of the multiple transformations, thought nothing of ben's hiding, and as soon as XLR8 blasted through the window, he gave pursuit. XLR8 quickly found that the evil warlord was fast, but not as fast as a Kineceleran. Until the squid-man jumped. With a single massive leap, he instantly caught up with the blue blur, and pinned him to the ground in one fluid motion.

" **You have no chance of outrunning me, pest! Now face your long awaited doom!** " he picked up the poor ben clone and smashed him into the ground repeatedly.

Unbeknownst to him, however, the big chill had snuck away and transformed into nanomech. Amidst the commotion of his counterpart getting bashed, the tiny robot shrunk to microscopic sizes and slipped into the circuitry of vilgax's armor. He found a power cable and followed it into what he thought was the main power hub.

 _Why have I never multiplied like this? It's brilliant!_ He thought as he powered up a small zap. Nanomech had enough knowledge of machines to know that if he zapped this wire here, then-

The narrator was cut off as the sudden explosion blew the entire suit to pieces. Vilgax howled in sudden pain as pressure built up inside the suit, causing it to break apart and explode into shrapnel. Nanomech was blown away, with not much damage to himself. XLR8 was thrown across the street, and slowly shook himself out of his daze. _Looks like ben 2 did the job._

Nanomech grew to his full height of a few millimeters and hovered next to XLR8. " ready to rejoin?" he said in his tiny voice.

"Let's do it," XLR8 replied in his raspy voice. Both aliens slapped their omnitrixes and turned into dittos.

Ditto 2: "That was great! Why don't we do that more often?"

Ditto 1: "Because, Asmuth said it would do something _weird_ to our DNA! And I got beat up!"

Ditto 2: "Yeah, yeah, I get it. Let's hurry up and rejoin already."

The two clones jumped into each other, and the final remaining ditto landed in a heroic pose. "Had enough, Vilgy?"

Vilgax stood up from within the dust cloud. Now that the armor was gone, the old squid-like monster was wearing a black jumpsuit, not unlike the one Rook wears.

The Splixon's jaw dropped, but he quickly recovered from his shock. "Wow, you're still standing? Impressive."

The warlord opened his eyes.

"No menacing comeback? Lame. I was hoping for some banter. Ah, well, I guess it's for the best. Shall we get this over with?"

The conqueror only glared at the small yet adorable alien. He held his arm out to the side, and his sword levitated into his hand.

"It's time to finish this, once and for all!" Ditto pushed the hourglass on his forehead. In a green flash, he was human, and vilgax made his move. In a sudden and unexpected blur, the unencumbered Chimera Sui Generis grabbed ben's wrist by the omnitrix and yanked him off of the ground.

" **It's time to finish this. Once. And. For. ALL!** " Vilgax reared his arm back and threw Ben, still in human form, all the way through a building, and into the pavilion where the fight started. The crater from Fourarms was visible, as well as the unconscious forms of Max and Gwen.

The Conqueror leapt through the hole he had just made, landing five or so yards away from the hero. Nearby, Max stirs from unconsciousness.

" **Broken and defeated. How sad.** " Ben attempted to get up, but most of his bones were broken. He grunted in exertion as he struggled to get his hand to the omnitrix, but it was no use. Seeing that his opponent was helpless, Vilgax the Conqueror stalked closer. " **A final farewell, Tennyson.** " His eyes powered up with red energy. " **You will not be missed.** "

As energy began to spill from Vilgax's eyes, Max unexpectedly dove between the hero and villain. Holding out his right arm and supporting it with his left, max completely blocked the eye beams. Vilgax's eyes narrowed as he increased the output of his lasers.

Ben's eyes widened in horror. "GRANDPA, NO!"

Max glanced back at Ben and smiled, tears brimming in his eyes. "It's okay, son. You're strong enough. You can beat this." The artificial skin on his robotic arm was torn off. The old plumber grunted in exertion.

His face grew serious and he looked ben in the eye. "I need you to do something for me."

Ben's eyes filled with tears. "NO!"

The metal prosthetic began to melt. "Get to the rustbucket. The original one. There's something you need- UNH!" The laser punched through his arm completely and struck him in the chest.

The resulting explosion from the prosthetic's destruction blasted vilgax into yet another building. Ben was pushed backwards, and he landed painfully on his back. Max fell to the ground, with his right side charred and a fatal wound in his chest.

It was quiet. Some time passed.

Vilgax was dazed from the explosion, but to his surprise, Ben got up first. Struggling to his feet, ben tightly clenched his fists, shaking in anger and pain. The upper part of his face was covered in shadow and his teeth were clenched.

Breathing heavily, he activated the omnitrix. In a calm tone that was simultaneously burning with anger, he spoke an instruction to the watch. " **Go ultimate.** "

"That is against Asmuth's protocol," The watch replied.

" **Do it. Now. Then do it again.** "

"Very well. Engaging ultimization function. Doubling simulation time frame."

The omnitrix expanded, tubes forming between various parts of the watch to accommodate for the sudden request. The icons of the aliens that popped up were now the heads of the ultimate forms. Ben scrolled through until he found what he wanted. Rather than slamming down the core, however, he gently and slowly pushed it down. From this guy, who's habit was slamming it down for dramatic effect, this was a sign of true anger.

Rather than the glow and shift that normally accompanies transformations, this came with a violent explosion. Vilgax shielded his eyes, beginning to doubt his odds.

An orb of energy surrounded the hero, and it grew to twenty feet tall. Lightning struck the orb and its surroundings, causing destruction to more buildings. When the energy finally dissipated, ben was replaced with a hulking figure. Twenty feet tall, his muscular and wide-chested body was covered in blue fur. His face was that of a lion's, and he had a massive dark blue mane. From his eyes came long trailing extensions of fur that resembled a mask. He had stripes across his body that were a darker shade of blue than the rest of his fur, matching his mane and mask-fur. He had a long tail to go with the lion motif. On the back of his hands, four long black claws had emerged.

In a low voice that displayed deep yet controlled rage, Hyper-Ultimate Rath stalked towards Vilgax. " **ALLOW ME TO INFORM YOU OF THIS INFORMATION, VILGAX THE CONQUERER, MURDERER, AND VILE MANIFESTATION OF PURE FILTH. YOU HAVE JUST MADE A HUGE MISTAKE. WITH RATH NOW SPEAKING IN THE FIRST PERSON, I WILL MAKE YOU WISH YOU HAD NEVER BEEN BORN, HATCHED, OR WHATEVER ELSE IT IS THAT YOUR SPECIES DOES. PREPARE FOR A SERIOUS AND FINAL BEATING."** The giant feline now stood just a few feet away from the offender. **"YOU. WILL. NOT. BE. MISSED.** "

Vilgax's eyes widened as the hyper-ultimized Rath reared back his massive fist. The warlord barely managed to dodge to the side as the four large talons grazed his tentacles. The force of the punch caused a spiderweb of cracks in the wall behind them, and vilgax's blood sprayed onto it.

For once in his life, vilgax was scared. He front-flipped over the angry feline and snatched up his sword. The conqueror's eyes were narrow in concentration.

Rath turned towards vilgax, his mane flowing in the wind. His tail twitched and he gritted his teeth in rage. He flexed his legs, pushed against the ground, and was upon the squid in an instant. His fists flew, punching the warlord several times every second. With four long claws in each hand, each punch was accompanied with a stab or slash. His combo was finished with a massive uppercut, which launched vilgax across the city and straight through a few buildings.

After he finally landed, Vilgax was coming to his senses when Hyper-Ultimate-Rath came careening over the skyline. With a roar, the blue apoplexian delivered a punch that made a crater around the landing spot, and followed up with an onslaught.

Now that his rage had been fully unleashed, there was no stopping this hyper evolved Rath. He punched faster and faster, until the ground shook like an earthquake.

He finally slowed down, panting. What remained of vilgax… was not pretty. The narrator decided not to describe it, as it caused him to gag. Ben raised his face to the sky and closed his eyes as it started to rain. Steam poured from the crater.

Hyper-Ultimate Rath sat there for some time, simply panting, until the omnitrix finally timed out.

Ben stood up shakily and started the long walk to the place where his grandfather rested.

It took some time with his limp and all of his broken bones. He had time to think, but did no such thing. He felt numb, outside and in.

Plumber ships could be seen on the horizon as he approached the body of Max Tennyson. He knelt, and for the first time in many years, truly cried.


	2. Episode 2: New Dawn

**Chapter 1 was pretty cool, huh? I really enjoyed writing all of the different aliens and the transformations. For anyone who doesn't like that I killed Max, I had a few reasons for what happened to him. One, I would be really bad at writing the old fatherly plumber. Two, Ben needs to grow, and in order to do that, he needs a reason to. Max can't be the adult for him forever. This chapter is more story-oriented, but many battles are promised in the future. Just bear with me.**

Episode 2: new dawn

On his own request, Max's funeral took place on an unnamed planet. With a lush green landscape, the planet was all wild and had no sapient species.

Family and friends gathered as the coffin was lowered. Rook commanded a 21 proto-gun salute on behalf of the plumbers. Gwen, still recovering from injuries, came to tears while Kevin comforted her. Ben was brooding off to the side with bandages galore. A few of Max's good friends like Wes Green and Wat-Senn said a few things, told some stories, and made some small jokes that even Ben smiled at.

As everyone was ready to leave and the gravediggers were about to fill in the grave, Ben stood and approached the hole. He closed his eyes and exhaled from his nose. He had so much power at his disposal, yet he was unable to save Max in his darkest hour.

A dark thought came to him. _Alien X could make this better._ His right hand twitched towards the omnitrix, but he let it fall back to his side. _No. That's not what Max would want. And I'm still bound by my oath of reservation._ Dejected, he walked back to the rest of his family. People came to try and comfort him, and he just went through the motions. _I'm so sorry for your loss: yeah, we're gonna miss him. Max was a good man: yeah, he was. Well, you're looking as idiotic as ever: yeah, he- wait, what?_

Standing in front of him was Kai Green, with the ever-present Excalibur at her hip. She had gone back to the flooded cavern in England to retrieve it, and found that she could effortlessly pull the blade from the stone. She had tried to put it in the museum, but it kept showing up near her. She came to accept it, and actually became quite formidable.

"It's not that difficult. See, your face resembles that of a chimpanzee with a beard." She smirked and leaned to the side.

Ben sighed and looked her in the eye. "Very funny. What do you want?"

She fake-pouted. "Aw, now you've gone and huwt my feewings." Ben gave her an exasperated glare before starting to turn away, but Kai got a serious look and grabbed Ben's shoulder. "There's actually something I need to talk to you about."

Ben turned back to face her. "Can it wait?"

She glanced down. "Technically, yes. But-"

"Then it can wait," ben interrupted before leaving the conversation. Kai was distraught and walked away, rubbing her forehead.

As everyone began to file out, Ben said farewells to the minimum amount of people before leaving in the proto-truk with Rook. He stared at his omnitrix, deep in thought as they rode back to earth in silence.

Finally, Rook tried to make conversation. "I could really go for a smoothie. Should we stop by a Mr. Smoothie establishment?"

Ben didn't answer.

Rook tried again. "Maybe we could get some chili fries? Or perhaps a meatball sub?"

Ben looked out the window. "I'm not hungry."

Rook slammed the breaks, causing Ben to hit his head on the dashboard.

Ben got up, rubbing his forehead. "WHAT WAS THAT FOR!?"

Looking straight ahead, Rook was very agitated. "I cannot take this anymore. I know this is hard on you, but that is no excuse to be a jerk to your friends, let alone your 'not-girlfriend'!" Ben's eyes went downcast. Rook's voice got softer as he put his hand on Ben's shoulder. "Ben, this is hard on everyone. We need you to be strong."

As Rook said that, Grandpa Max's words played through his head. _It's okay, son. You're strong enough. You can beat this._ Ben realized that he meant not only Vilgax, but also the grief. Max knew exactly what it would do to Ben when he died, so his last words were those of comfort and encouragement. Wait, no. Those weren't his last words.

He looked over at Rook. "Where's the Rustbucket?"

Confused, Rook replied, "Which one?"

Now Ben was confused. "What do you mean, which one?"

Rook looked ahead, remembering that he is driving. "Even before you named your car and shuttle after the RV, Magister Tennyson named his various vehicles 'the rustbucket'. The mobile home was his favorite, as he completed many missions in it."

Ben looked out the window. "Huh. Then where's the first one?"

Rook looked back at Ben, very confused. "Before I answer, may I ask the purpose of this line of inquiry?"

The teen replied with, "Well, right before he- you know- well- ugh. He told me to get to the rustbucket. The first one, and that there was something I need."

Very surprised, Rook pulled up a plumber database. "I actually have no idea where any of the decommissioned rustbuckets were sent. We could find out, if you want."

Ben shot a slight smile at the Revonnahgander. "That would be great."

…

Ben was lying in the lounge of the plumber courtroom, scrolling through his aliens. It had been several days since the funeral, and things were pretty quiet. He was about to go on trial for breaking the oath of reservation and killing Vilgax.

His attorney, a Pyronite(heatblast) in a tuxedo, came in from a side door. In a crispy voice, he announced, "They're ready for you."

Sighing, ben closed his watch and followed the Pyronite into the courtroom. A jury of many different alien species lined the seats while the hulking form of a Galilean(Gravittack) occupied the judge's podium.

Ben took a seat at the defendant's table and breathed out a "Let's get this over with."

The Galilean straightened his papers. "Benjamin Kirby Tennyson, you are charged with a breach in your oath of reservation. Are you aware of what this entails?"

"Yes, I'm aware."

"Good, then this will simply be for clarification for the jury. The record states that three years ago you accidentally destroyed the planet you were fighting on with an evolved form of 'Atomix', as you call it. Countless beings were rendered homeless through your carelessness, costing the plumbers trillions of taydens in relocation. This classified your power above that of C-Planetary. You were then required to take the oath of reservation that all lawful beings above class C-Planetary are required to take. The oath entails using the minimum amount of strength required to win a battle. Is this correct?"

"Yes."

"Now, seven days ago, you were engaged in combat against Vilgax. Is this true?"

"Yes."

"You and your team were incapacitated. You resorted to means of fighting that surpassed your enemy by three power levels and decimated him, which is a breach of the oath of reservation. Is this true?"

"Completely."

The Galilean raised one eyebrow and looked up at Ben. "Are you not going to defend yourself?"

Ben stared him in the eyes. "My only excuse is extreme emotional turmoil. I took the oath, and I'm going to accept the consequences for breaking it."

The Judge assumed a look of understanding. "Ah, yes, the casualty." Ben winced at the word casualty. The rock-like being straightened his face. "Even so, you must face consequences for your actions. We will take a short recess so the jury can come to a conclusion."

As everyone filed out of the room, the omnitrix's communicator buzzed. When he was in the lounge, he opened the channel.

"Hey Ben, it's Kai."

"Kai? You know I'm on trial right now, right?" Ben sat on the couch and crossed his ankle over his knee.

"Yeah, I know. Look, as soon as you're done, I need your help with something."

"Oh yeah, the thing at the… funeral. I'm sorry about how I acted."

"No, it's fine. I understand. So, can you come?"

He glanced at the clock. This planet had a very weird measurement of time. "Sure, I'll be right over as soon as the court is dismissed."

"Great. Can you meet me at the museum?"

"Sure thing."

"Ok, see you there." Kai closed the channel.

Just then, Ben's lawyer waved him into the courtroom. The jury was just finishing finding their seats, and the judge was already sifting through paper.

He set down the papers and looked out to the assortment of aliens in front of him. "Has the Jury come to a decision?"

The jury's representative stood. "Sixty-three percent guilty, thirty-seven percent innocent." He sat down.

The Galilean closed his eyes and sighed. He then looked straight at Ben. "Look, Ben, you have served the universe for many years. And while you may have broken your oath, you did it to rid the universe of its most dangerous criminal." He glanced down. "Max Tennyson was a hero to us all. It was a shame what happened to him." He raised the gavel. "Benjamin Kirby Tennyson, you are hereby sentenced to two weeks of planetary arrest to earth, and your plumber license will be temporarily revoked." _Slam!_ "Court dismissed."

Ben quickly stood up to leave, and on his way out of the building he handed his plumber badge to an officer. Much to his own pain, he briefly shook hands with his Pyronite lawyer. He gritted his teeth and smiled weakly before hastily putting his hand behind his back and waving it frantically. As awesome as Pyronites they are, they often forget that not everyone is immune to fire.

Ben walked to the hangar-parking garage-hybrid and found his small spacecraft. He fumbled for his keys, but realized that he forgot them in the car. Slapping his forehead, he went to activate the omnitrix. His hand froze when he realized the ultimization function was still active. _Has that been on this whole time? Jeez, a week of maintaining the ultimization. That can't be good for the watch._ He activated the voice command.

"Deactivate Ultimization function."

"Deactivating." The pipes and extensions retracted and the watch returned to its sleeker appearance. "Omnitrix core is dangerously overheated. Waiting twenty-four hours before next transformation is advised."

"What would happen if I transformed now?"

"Calculating. The core would suffer a minor explosion mid-transformation. Your genes would be scambled and the omnitrix would be rendered useless until manual repair."

"Fan _tastic_." _It's a miracle that I haven't transformed yet. Did anyone else notice it?_ Ben turned his attention back to the craft. It was a sturdy vehicle about the size of a sedan. Ben had named it the rustbucket IV, as his car and shuttle were the rustbuckets II and III respectively. It sat one pilot and two passengers, and had a black frame with green windows and highlights. (it actually slightly resembles the blue falcon from F-Zero, but the wings are horizontal rather than vertical.)

Ben racked his brain for a way to get in, and tried pulling the cockpit open by hand. Sure enough, it didn't budge. Even if it was unlocked, the doors can't be opened by hand.

Just by luck, a necrofriggian(Big Chill) was unfurling his wings about to fly off, but Ben waved him over. Hesitantly, the wraith-like figure drifted over.

"Hey, can you phase into my shuttle and open the cockpit?" Normally, such a thing would be illegal, but Ben was asking him to do it, so it was fine.

"Sure, no problem." He complied, and Ben thanked him before he phased out of the hangar.

The ride back to earth was uneventful, and ben even managed to get some sleep on the way over. Any responsible pilot would know that a shuttle's cruise control operated like that of an earth car, but Ben was never exactly the most knowledgeable in the finer workings of spacecraft (meaning anything except steering and propulsion).

Since the earth had been fully incorporated into the plumber's alliance, traffic had been adapted to incorporate flying vehicles. Airlines were outmoded because of this, and flying at that height was considered as the new highway. Highway exits were replaced with entry zones, a cube of space where it's legal to go from the skyway to the airway, which was the new equivalent of city roads. Once he approached earth, Ben descended to just below the cloud level and searched for Bellwood's entry zone.

Once he found it, he slowed to just below the speed limit and navigated to the museum. He touched down and shot Kai a text. After a minute or two, she came out carrying a duffel bag.

She smirked as she hopped into one of the back seats. "Took you long enough. Where's Rook?" She tossed her bag onto the other seat.

Ben lifted off and merged into the airway. "He's really busy. You know, with Magister duties and all. So, what's this super-urgent secret thing that you need me for?"

Kai dug through her bag and pulled out a photo of the room where they found Excalibur. "When we recovered Excalibur, we found some engravings on the wall. We just recently deciphered them, and we think they lead to the location of the scabbard, which is somewhere in England."

Ben raised his eyebrow. "And you need me because…"

She almost looked fearful for a second, but the moment passed. "Excalibur has limited energy, and it's on the verge of running out. I'm guessing I only have a few more slashes and bursts before it's all used up. But, we have reason to believe that the scabbard will recharge it."

They went through the entry zone and shot off through the skyway. "I'm guessing there may be some combat involved."

"Which is why I need you."

They passed over a mountain range. "Well, the omnitrix overheated or something. It'll be another six hours before I can use it again."

Now Kai raised her eyebrow and smirked. "You left the ultimization on again, didn't you?"

Ben blushed and looked away. "No! Maybe? Ugh, yes."

Kai chuckled to herself. "Don't worry, it'll be well over six hours before we find the precise location of the scabbard."

Ben rolled his eyes and set it to cruise. Kai showed him most of the contents of the duffel bag as they flew across the ocean.

"So it's in some castle?"

"Yeah. With both of our fame combined, we should have no problem getting in." Kai had become quite the renowned archaeologist. Recovering Excalibur was an amazing feat by itself, but since then she had traveled all over the world finding mysterious artifacts and ancient ruins of a technological society. She was almost as famous as Ben, and was often called the "real life Indiana Jones."

Ben rubbed his chin contemplatively. "So, Armodrillo needs to dig to the hidden basement, and someone like Heatblast needs to provide light?"

Kai nodded. "Exactly. And maybe clockwork should repair their floor when we're done."

Ben tapped his temple. "Good thinking. We don't want a British Bauman on our backs." This got a laugh out of Kai, and Ben grinned in response. They realized what was happening and turned away from each other, blushing. They rode the rest of the way in silence.

Ben thought back to when he and Kai were uncovering pieces of Maltruant back in the Skurd days, when Krono Spanner (a superhero from the future) had told them they were destined for each other. Ben was on a date with another girl at the time, so it was super awkward. But now, in spite of himself, he was starting to think that it's not so crazy after all. He had no idea if Kai felt the same, and he didn't even know if he knew himself.

Kai called ahead as they approached England, and Ben set the ship's computer to scan for an entry zone. They cruised on the airway until the castle came into view. An older man came out to greet them. He had greying brown hair, a brown dress coat, pants, and shoes, and a pair of spectacles. When the two young adults hopped out of the ship, he greeted them with enthusiasm. As an afterthought, ben went back in and nabbed the keys.

His eyes were filled to the brim with excitement as he enthusiastically shook their hands. "I can't believe it! Ben 10 _and_ Kai Green? All in a single day, at that! My name is Bartholomew, and it is an absolute pleasure to meet you two! Come in, come in!"

Kai explained the situation to him as they trekked through the halls. Ben looked around, taking everything in. he had been in castles before, but this one had a lot of interesting quirks that kept him curious.

Bartholomew adjusted his spectacles. "Yes, there are indeed ancient rumors of catacombs under the castle, but there is no sign of any entrance. If the rumors were true, we probably would have found it by now." The light caught on his glasses, obscuring his eyes. "However, you are carrying Excalibur. Maybe they have some merit after all. Then again, they also include an army of the undead."

Ben's eyes widened. "You mean zombies!?"

Kai raised her eyebrows at him. "You've literally gone toe-to-toe with a god. You can't be scared of zombies."

Ben shot her a glare. "I'm not scared of zombies. I'm excited to fight them, they're cool."

She shook her head. "sure, whatever you say. Let's see if we can find those catacombs."

Bartholomew cleared his throat. "You two get started. If you need me, I'll be in the study. Those old books may have some information." He walked away, turning down one of the many passages.

The not-couple nodded to each other and walked in opposite directions. For what seemed like ages, Ben and Kai scoured every inch of the ancient castle, but didn't find so much as a mouse-hole. They regrouped in the main hall.

Ben approached Kai with a long face. "You didn't find anything either, did you?"

Kai gave a bored (but also worried) sigh. "We've looked literally everywhere. I can't think of any alien you could use to do something like this, even if the watch recharges in time."

As if on cue, the omnirix beeped and said, "Cooldown almost complete. Ready for transformation."

Ben grinned. "I think I have a way to find the catacombs."

 _To be continued…_

 **Sorry for the lack of action in this chapter. I'm just setting things up for the future. Also, I have a few things to explain.**

 **First, it's the ultimization function in the omniverse omnitrix. Rather than shift from one form into that form's ultimate, the ultimization widens the wristband and tubes and stuff connect parts of the watch to other parts of the watch. It sets all of his transformations to immediate ultimization, and the degree of the ultimization can be adjusted. Ben put that in himself, much to Asmuth's dismay.**

 **Secondly, the power scaling. I wanted to rework the idea from Dragonball Z. Rather than assuming that power levels mean that a fighter can do certain things, the actions of a fighter determine their level. There are different levels of combat and different rankings within those levels. The rankings are C(Weak), B(average), A(strong), and S(overpowered). The levels are Hand-to-hand, Battlefield, Landscape, Planetary, Solar, Galaxy, and Universe. Multiverse has been speculated, but no one has accomplished anything on that level yet. Only individuals, vehicles, weapons, and attacks are measured on this scale. Organizations, groups, or teams don't count.**

 **Hand-to-hand is basic one-on-one combat. Boxers, martial artists, Soldiers, and most of what Rook does in omniverse is Hand-To-Hand, but he is capable of Battlefield. Most citizens are C-Hand-To-Hand.**

 **Battlefield is one-man-army stuff. Taking on an army of vilgax drones, Forever Knights, DNAliens, Incurseans, etc. is battlefield. Most of what Ben does is battlefield. Young Ben 10 is class B-Battlefield. He can go around and smash stuff, maybe destroy some tanks and things. Vilgax's first appearance is Class S-Battlefield. He's pretty much invincible, and extremely strong and fast to boot. And he has an army of robots.**

 **Landscape is big. Way-Big. Most of the time, only attacks can register as landscape class. For example: a laser blast that can destroy a mountain, the ability to cause earthquakes or tornados, or atomic bombs. Every Ben after Ultimate Alien is capable of landscape.**

 **Planetary is very extremely big. Almost nothing registers here. Remember when Saitama punched so hard that he blew the clouds off of half of the earth? That's a planetary attack. It's actually a weaker one, but we know that Saitama is always holding back. As stated earlier, anyone who follows laws and reaches planetary has to take an oath to limit their strength unless it's absolutely necessary. With a single act, Ben moved past planetary and into solar, and he was immediately required by the galactic council to take the oath of reservation.**

 **Solar is ridiculously powerful. In an old cheesy show called "superfriends" (the justice league) green lantern had to fly to space and literally move the planet off of its orbit to save it from a solar flare or something. That is a solar act. As stated by the Galilean judge, Ben used Ultimate Atomix to accidentally destroy the planet he was on, which was a B-Solar act.**

 **You can all guess what Galactic is like. Celestial Sapiens are somewhere in the Galactic/universal range. Ben doesn't classify here because Alien X is technically three people, which includes Ben.**

 **Universal is, well, Universal. The Annhilargh is a class S-Universal weapon. Re-creating the Universe was a class S-Universal act.**

 **I hope this wasn't a waste of time. I just had to write this down somewhere before I forgot about it, and what a better place than where it is slightly relevant? Anyways, sorry for the cliffhanger after a story episode, but I wanted to end the story itself at around 3000 words (which seems like a good amount per chapter). I promise they'll fight zombies in the next chapter, and you'll start to see some of Excalibur's powers (it really doesn't have that many, but still). The third team member is really cool, but I'm not sure when he'll come in. 'Till next time!**


	3. Episode 3: The Lady in the Lake

**This chapter will have good action, I promise. That's kind of the definition of fighting zombies, amirite? Anyways, this chapter includes a new alien. You can't expect Ben to be omnitrixing around for five years without discovering new aliens.**

Previously, on Ben Ten-Thousand:

Kai's weapon, Excalibur, is running out of the energy that fuels it, and the only thing that can recharge it is the scabbard. Mysterious legends surround the artifact, but Kai has managed to pinpoint its location underneath a castle somewhere in England. She has enlisted Ben's help in retrieving the artifact, but there is no sign of the legendary catacombs.

Episode 3: The Lady in the Lake

"I think I have a way to find the catacombs." Ben grinned excitedly as he dialed up an alien.

Kai eyed him suspiciously. "We were only going to use Armodrillo to open a passageway if we needed to."

"We are. Or maybe…" Ben stopped contemplatively. He could just search underground using Armodrillo, but he shook his head. "Nah, excessive Armodrillo would bring down the castle. We'll stick with the original plan." He paused. "Mostly."

She eyed him skeptically. "What, you're going to sniff it out with Wildmutt?"

"That's actually a decent idea, but no, I have something better." After finally finding the alien, he pressed down the core and light engulfed him. He grew slightly taller as his arms elongated and hollowed out. As a chest-plate formed over his shoulders and front, his eyes merged into one vertical slit in a blue mask that covered his face. A blue fin sprouted from the top of his head. His skin toughened and turned mostly red with blue on the inside of his arms. His arms became long and droopy sleeves as his fingers lengthened into cord-like tendrils. His legs widened out at the bottom, forming into cone-like structures. His torso and legs turned black with a green stripe down the middle and inside.

Kai's eyes widened. "What do you call this one?"

Ben's voice was distorted as if through a phonograph or radio. "I call him Wiretap. His vision isn't limited to the color spectrum. He can see everything from radio waves to gamma rays, with an assortment of other things like thermal imaging and X-Ray. Sadly, the builders of the castle used lead in the foundation, so X-Ray will be useless." He raised his hands. "But with these, that won't be too much of a problem."

He thrust his hands onto the floor. His vertical eye-slit suddenly flattened to horizontal and started shaking like a digital sound display as his fingers snaked across the ground and fused in place. As Kai approached him, her footsteps showed up on the meter on his face.

"In this state, I can't see optically, but I can use these cords to sense for vibrations. Right now I'm getting a 3D picture of a good amount of the castle. Admittedly, anything out of this hall is a bit fuzzy. If you could cause more vibrations, I could get a clearer picture. I could also see deeper."

"That's simple enough." She drew Excalibur and raised it above her head, causing it to start glowing. She swiftly brought it down and it clanged loudly. A massive flash of light exploded and everything shook. Ben's eye-meter waved intensely as his head snapped to an upright position. In his mind's eye, ben could see the entire castle, as well as much of its surroundings in a massive real-time 3D map, which gradually got fuzzier as it stretched outward. He turned his attention downwards, and was only slightly surprised by what he found.

He retracted his fingers and stood up as his eye returned to its vertical state. "There's a basement for sure, but we already looked there. What really caught my attention was the extremely deep shaft extending down from the wine cellar. It goes in too deep to see what's at the end, but I think we found our secret passage." He reverted to human form, but didn't notice the small sparks that briefly came out of the Omnitrix.

Kai grinned. "Let's get going, then."

Ben and Kai stood side by side in the wine cellar. Ben raised the omnitrix and opened the selection screen, but immediately noticed something was off. The holo-wheel that displayed the icons was misaligned, and the icons were in completely random positions in a globe above ben's wrist.

"Uh-oh."

Kai looked at him worriedly. "What?"

As he scrolled the wheel, the rectangle that normally indicated which alien he was about to choose flickered to different aliens. Ben was extremely worried that he might have to go to Asmuth for repairs.

"Omnitrix, run diagnostic."

"Various pieces of the omnitrix were warped from excessive heat, and the recent transformation caused damage in the warped areas, which included the holographic display. Transformation procedures should be normal. More time will be required for a more thorough analysis."

"Okay, so I can still transform. Good. Let me just find Armodrillo." The aliens that were scattered across the hologram kept shuffling, but ben had organized his transformations and memorized the layout. After seeing that he was on XLR8, he knew the exact amount of turns he needed to use, and sure enough, the Armodrillo icon was selected.

With a smirk at his own pun, he exclaimed "Time to shake things up!" as he slapped down the core.

Ben shrunk to a third of his height. His head took up about half of his body mass, and his mouth widened immensely. Suddenly, he felt very hungry.

Kai burst into a fit of laughter. "So much for 'shaking things up', slimeball! HA!"

Ben looked down at himself in horror. "Upchuck? Seriously? You could not have been more wrong! That wasn't even close!"

The gourmand glared at his female companion before turning and rubbing his chin. "But upchuck isn't even close to armodrillo… he's almost on the other side of the wheel! Well, I guess I could just eat the rocks… What the hey, let's do it!" He opened his mouth wide and tentacle-tongues extended into the ground. At this point, Kai had calmed down, but just barely. She watched as ben pulled up floorboards and nails, and eventually rocks, until he felt a cavity in the ground. With his mouth open, still holding various debris in his tentacles, he attempted to speak. "AAH THPPTH AAH UUHN UUHTHPPTHENG"

The girl barely managed to hold in her laughter. "What's that, lassie? Timmy is stuck in the well?"

Ben swallowed everything he was carrying and gave her a death glare. "I SAID, I think I found somethi- WHOA" Ben's eyes bulged and he started swaying. After a second or two, Upchuck toddled over to Kai and leaned against the wall. "H-*Belch*-ey _swee-heart_ , whahre YOO doeen 'roun the*BELCH*theese parts?"

"Uh, Ben?"

The obviously drunk Gourmand narrowed his eyes. "Hooz dis BEHN yer goin ahn abo-*belch*-out? I'm UHP-CHUCK BARTOWSKI, BOIEEEE!"

Then, with a huge vomit-burp that would have made the gourmand queen proud, the entire contents of the wine cellar floor ejected into the recently-dug pit and exploded. Ben blinked a few times. "What just happened? I think I blacked out."

Kai chuckled. "I think you may have caught a few wine bottles in all of that debris."

Ben rubbed the back of his head. "The alcohol must have traveled through my entire digestive system in under a minute. Well, I'm just glad I got that out of my system." As he reverted to his human form, he gestured towards the now wide hole that led deep underground. "Shall we?"

The hole was slanted slightly, so it was more a high speed slide than a straight fall. Kai used Excalibur to stabilize herself, while ben had turned into Shocksquatch.

"You kno', I coulda' sworn I chose Cannonbolt, Eh?" Shocksquatch's agility allowed him to stay upright, while his massive appendages provided enough friction to avoid terminal velocity. It was still painful when he landed, though.

Once they reached the bottom of the chute, Kai yanked Excalibur out of the wall as ben conjured a glowing orb of electricity. "Yeah, I saw the icon land on him."

"Omnitrix, run diagnostic on DNA selection, eh?"

"Running diagnostic. The DNA reactor is misaligned. Transformations are randomized by mechanical errors."

Ben grimaced. "That's not good. Ah well, Shocksquatch is a powerhouse. We should be fine. I'm just glad I'm not _the worst_ , eh?"

They began the slow progression down the dark passageway. The walls quickly transitioned to dreary grey archways and torches that had burned out a long time ago. Ben released his orb after igniting a torch with some sparks and handing it to Kai.

The hallway split into a few dead ends, and they marked the way back with charcoal from the torch. Ben almost fell into a spike pit, but Shocksquatch's frame was too big to fit in the hole. Kai deftly dodged tripwires and ducked under swinging blades. Ben either had to hold open closing walls, or got smacked in the face by swinging logs, spike-balls, and axes.

They continued for half an hour like this, Kai showing off her dungeoneering and Ben stumbling into the traps behind her, until they found an extremely large cathedral. There was another hole in the center of the room, and tombs lined the walls. The ceiling was quite high, and large arches converged at the very top.

Ben waltzed forward. "Look's safe, eh?"

Kai shrieked, "Wait, NO!" Shocksquatch turned back to face her as his massive foot pressed down on a pressure plate. "Wha-" He lifted his foot to reveal the pressed down block. "Oh."

The tombs burst open. About forty armored zombies started stumbling towards the two heroes, fast but uncoordinated. Ben's eyes shot wide open when they reached him, and he released a massive static discharge with a "OH JEEZ, EH!?" The current conducted through the armor, but the zombies seemed unaffected.

Kai used shocksquatch as a springboard and careened into the middle of the zombies where she started hacking and slashing. Wherever Excalibur cut, a glowing gash disintegrated the zombies, leaving their armor behind. Ben lumbered forward, bashing zombies with electrically charged fists. The light emitted from the sword and the lightning lit up the room brightly, and the zombies started retreating from the glowing destruction before them, hissing and scrambling.

Before they could get away, Kai raised Excalibur. "BEN, ZAP MY SWORD!"

Ben raised his eyebrow. "Eh? Okee dokee." He launched a wave of electricity that vortexed and settled around the sword. Kai activated a light flash and brought the sword down in a swift motion. In front of her, a massive burst of light and energy vaporized the creatures before them.

Still uneasy, Kai went around the room to check the tombs and make sure that they got all of the creatures, and Ben followed suit.

Most of the tombs had already been opened, but some were untouched. There were still about ten zombies still entombed.

A thought occurred to the omnitrix hero as he busted open some tombs. "So, I noticed sumthin', eh? My lightning didn't do much against those zombies. Ya have any ideas?"

Kai sliced open a stone barrier before answering. "Well, these catacombs are meant to keep out anyone who doesn't have Excalibur. The zombies must have been enchanted to do just that."

He nodded. "Eh, that makes sense." They had circled the entire room and cleaned out all of the tombs. The two approached the hole in the center of the room. "Ladies first?"

Kai gave him an eyebrow raise and folded her arms.

"Okee, guess it's Shocksquatches first, eh?" The large alien lumbered over to the hole and shot a spark of electricity down it. It illuminated the walls of the tunnel before disappearing from sight. "That's pretty deep, eh? An'it goes streight down fer as far as I can see." He shrugged before raising his arm and holding his nose scuba style, and then hopping into the hole. As he fell, he stuck his arms and legs out to the sides to slow his fall as Kai landed on his shoulder.

Just then, the omnitrix started to beep. Ben's eyes widened as he saw the hourglass start flashing. "Uh oh."

With a bright flash, Ben expanded further. His fur disappeared as his skin turned to a hard brown shell. A reptilian tail sprouted and his legs became more elephant-like. Kai let out a muffled yelp as Ben clogged the entire tunnel.

Humungousaur looked at himself in confusion. "Wait, wha- Omnitrix, what just happened?"

"The Gimlinopithecus DNA became unstable. The AI selected a random piece of DNA to restabilize the transformation."

"Well, choose another one!" after a moment, ben was yet again enveloped in green light. He shrunk, but not by much. His skin hardened into a yellow shell, and his innards became slightly mechanized as his hands turned into jackhammers. The fall resumed, and he jammed his arms into the wall as Kai caught onto his back.

"Oh, that's just GREAT! NOW you give me Armodrillo!", the hulking yellow beast slid to a complete stop by digging his fists into the wall. He spun his hands into drills and entered into a controlled descent.

Kai rubbed her now-bruised shoulder. "That was unpleasant. You really need to get that fixed."

Ben sighed. "Asmuth's already mad at me. If I show up with the watch in this state…" he shuddered at the thought.

This was news to her. "What got Asmuth so mad?"

Ben shrugged best he could with his hands in the wall and a girl on his shoulder. "I kept bugging asmuth about an evolution function, but he kept saying no. It goes against his ideals to turn aliens into weapons like that. I understand, but I'm protecting the universe. I need a little more power to my punches." Kai nodded in understanding as ben continued. "So, I just took a page form future-ben's book and used my smartest aliens to upgrade the watch myself. Naturally, Asmuth was furious. He didn't take the watch from me, but now he won't speak to me. And even if I wanted to go and get it fixed, I'm on planetary arrest."

Ben stopped drilling and slid to a stop when they saw the tunnel widen into a large cavern. Directly underneath them was a large underground lake. Ben dug his fingers into the rock and swung his way to an outcropping they could stand on.

The interior of the expansive lake-filled cave would be completely dark if it wasn't for glowing stones on the ceiling. The light reflected on the smooth surface to create a dazzling sparkle.

As soon as they touched down, an eerie voice echoed through the cave. Ben noted that it sounded female.

" _Bearer of Excalibur, is thy companion trustworthy?"_

Slightly taken aback, Kai nodded as Ben reverted to human form. "Yes, he is."

" _One final challenge remains. The sheath lies embedded at the floor of the lake. Place Excalibur into its sheath to release and recharge the powers of both. Stone constructs bar the way, and only sheathing the blade can truly stop them. Your companion may not touch Excalibur, nor may he make any attempt to move the sheath. The trail starts when you break the water's surface. Good luck."_

Kai turned towards Ben and pulled out Excalibur. "You ready?"

Ben opened up the glitched omnitrix hologram. "As ready as I can be." He slapped down the core. He widened considerably, and gained a few feet of height. An outer shell of solid metal formed around him as he himself dissolved into living energy.

His voice took on an impressive Russion accent. "NRG? Ugh. I hope he can survive undervater."

Kai was skeptical. "Do you want to try again?"

He just waved it off. "I'll probably svitch to a random vone in ze middle of ze fight anyveys. Lehdies furst?"

She approached the edge of the water. "It _is_ my trial." She stroked her chin as she thought of a plan. "I'll swim around and you scour the ocean floor. We can split up and find it faster. If you find it, blast three quick heat beams. I'll do the same with light bursts if it turns up on my end."

If NRG had a neck, he would've nodded. "Good idea. Vell? Are ve going?"

As an answer to his question, Kai rushed forward and dove into the lake.

He did the best he could to shrug. "Ah, good enuff four me." He approached the edge of the water and hopped in. After sinking like a rock for a time, his feet hit the ground with a thud. Steam and bubbles flowed from the three slits in his visor, and he began trudging forward.

His voice was distorted by the water as he muttered to himself. "I guess being living energy means I don't really _need_ to breathe."

The lake floor was dark, but the glowing stones made everything slightly visible. Rocks and moss covered the bottom of the lake, and not a single creature could be seen. He had been walking for twenty minutes or so when he saw one of the stone guardians. If he was surprised that a massive stone fish could float, he didn't show it. The beast was at least ten times the size of him, with glowing eyes and markings all over its length.

He rushed forward, pounding his fist into his open palm as he focused energy into his visor. "Allright Moby, you're in for a severe pounding!"

The fish gave a shriek as it bolted towards him, but he intercepted it with a focused laser blast and chipped off a large amount of its side.

NRG pumped a fist in its direction. "How do you like _that_ , you freaky tub of bricks!?" It roared in response and lunged at him. NRG focused a beam of energy at him, but it managed to swallow him whole.

Thinking it had won, it swam off to continue its patrol of the lake. Before it could get very far, a red glow emanated from its stomach as Ben blasted heat waves in all directions, blowing it to many pieces.

He dusted his hands and continued his trudge. "Vell, you vere a good opponent, but zat vill be zat." As he spoke, several other fish emerged from the shadows, their eyes glowing in the darkness of the lake.

He let out a groan. "Vhy can't it ever be zat eazy?"

Kai

Kai had been searching for what felt like hours, diving for as long as she could, and then surfacing for air periodically. If she had known that they would be underwater so much, she would have brought the scuba gear from the Atlantis expidition. In the distance, she could see the red glow of NRG bursts emanating from the other side of the lake, but it wasn't the quick bursts she was hoping for. He had probably found some of the guardians. _Man, Ben has it easy. His transformations can get him anywhere._

Kai was swimming as deep as she dared, which was about halfway to the bottom. Excalibur's pommel shone like a big spotlight to illuminate the floor of the lake, swaying back and forth in a searchlight fashion.

Finally, something sparkled and caught her eye. She resurfaced to get a fresh breath and dove as far as she could. She got three fourths of the way down and got a clear look at what it was. She almost gasped as her eyes widened in excitement. _THE SHEATH!_

Embedded in a raised circle of rock, the sheath was very beautiful. Kai couldn't quite make out the color due to the glare, but she noted the silver-colored highlights and engravings. It perfectly matched the inscriptions in the Excalibur chamber. Filled with haste, she dove as fast as she could with Excalibur at the ready. Remembering the plan, she released three quick flashes to signal Ben.

She had almost made it, when a giant fish erupted from the stone in the ground with its jaws wide open. With a roar, it lunged at Kai, who narrowly dodged out of the way. As the fish rushed past her, she held out Excalibur and ran it across its side, cutting it cleanly in half. The lights in the markings and eyes dimmed into darkness and the rock crumbled to the floor.

Kai swam towards the sheath and prepared the sword when she felt a presence. She turned to face it and saw three glowing red slits in the shadows, with bubbles and steam flowing from them. She readied her sword, but relaxed when NRG fully revealed himself.

Ben raised his hands in a peaceful gesture. "Vhoa zere, no need to be jhumpy!" NRG approached Kai, but behind him, two massive glowing eyes flickered on. Kai frantically tried to get Ben to turn around.

If he had a mouth, Ben would have given a mischievous grin. "Vhat is it Lassie? Is timmy ztuck in ze vell again?" Kai gave him an exasperated "MMPH!" and pointed before she decided to go up for air. She could just unearth the sheath and end it there, but the sheath wouldn't do her much good if she drowned.

Getting the meaning of her gestures, Ben glanced behind him. "Oh."

Ben

The omnitrix started beeping as ben fired off energy blasts from his visor.

"NOT NOW, OMNITRIX!" Ben gave a silent plea to the universe. _Please be something that can survive underwater!_

Ben was engulfed in green light as his form started to shift. He shrank, but stayed about the same height. His armor shifted into a red exoskeleton and a hump/hood formed on his back. His head resembled that of a praying mantis, and nozzles opened up on his hands.

Ben got a look at himself. "Water-hazard?" he gave the equivalent of a praying mantis smile. "I can deal." He pointed his hands back and shot a super-concentrated burst of water, rocketing himself forward. By absorbing water as fast as he shoots it, he gains a continuous stream of high pressure propulsion. As he flew, he arced around the clearing and reared back his fist to deliver a devastating punch to the creature's jaw, which launched both him and the fish in opposite directions.

Just then, Kai came back down from the surface and made her way to the sheath. She and ben made eye contact and nodded. As Kai approached the sheath, the giant fish turned its attention to her.

Ben propelled himself to the floor of the lake for stabilization. "OH NO YOU DON'T!" With a click, he channeled as much water he could as fast as he could, creating a massive current which blew the monster clear over Kai. She fought to stay in place as Water-Hazard gave pursuit of the creature.

As Kai approached the sheath, she noticed Excalibur glow brighter and brighter as it neared its counterpart. With a decisive motion, she jammed the sword into the sheath.

Meanwhile, Ben and the fish were circling each other, both trying in vain to land a blow on the other. As they retreated from each other, the ground started shaking violently. A bright glow could be seen from where the sheath rested. Ben turned back to his adversary, but noticed that it had started crumbling. After a victory punch, ben propelled himself over to where Kai floated with the sheathed Excalibur in her hands. A hole could be seen where the sheath had been yanked out of the rock.

The violent shaking had lessened, but with a sudden jerk, the stone circle began to rise through the lake. The two young adults touched down on the pedestal as it broke the surface of the water. Ben reverted to human as the eerie voice once again echoed through the cave.

" _Well done, bearer of Excalibur. Thou art without question worthy of the blade. What is thy name?"_

Kai stood triumphantly. "My name is Kai Green."

" _And thy companion?"_

Ben stepped forward. "Ben Tennyson."

Slowly, a shape began to emerge from the water. Ben and Kai quickly realized that this is who the voice belongs to. As she approached, Ben was reminded of an Anodite, but more graceful and made of water.

The ethereal presence extended her hand toward Kai. _"May I?"_ Kai nodded and handed her Excalibur. She held it in front of her, as if it was the most important thing in the universe. Which it probably was.

" _Kai green and Ben Tennyson, thou art the first in thousands of years to lay eyes on this completed vessel. The sword and sheath are but two halves of Excalibur, and both possess great powers. The sword conducts the bearer's soul whilst the sheath enhances the bearer's physical form. Use them well, for they may be used by no other for as long as you shall live."_

She handed it back to Kai and began to sink through the water. _"I will provide an exit. If you ever require guidance or shelter, do not hesitate to return here. Until next time, Kai green."_

As soon as the top of her head disappeared, the water started bubbling. Ben and Kai looked at each other with a widened panic as the water rushed to fill the entire cave. The pair was rapidly pushed up through the complex, miraculously not hitting any walls or obstructions, until they burst through the floor of the wine cellar.

Coughing up swallowed water, they slowly stood up as Bartholomew burst through the door. He took in the hole in the floor, the excessive water, and the drenched heroes in front of him.

"WHAT in the BLUE BLAZES happened _HERE?_ "

Elsewhere…

Rook had illustrated a blank. Or was that drawn? Stupid earth expressions.

The revonnahgander's fingers glided across the keyboard, searching for the list of rustbuckets. The only thing that came up was either ben's rustbuckets, or the famous old RV. Finally, after an hour of trying different keywords, he found a list of vehicles ranging from 1900 to 2000. There were seventy-one rustbuckets.

With a sigh, rook typed in the isolate command. Anything that did not have rustbucket, he excluded from the list. Now he had a definitive list of every rustbucket, and even managed to exclude the Ben versions. He began his tedious search through the rustbuckets, hoping that whatever Ben was looking for was worth all of this effort.

 **Well, how was that? It ran a little longer than the word count I aim for, but I was having so much fun and I had to end it at a good place. In the future, I'll try to refrain from too many action-less chapters like the last one, but occasionally a story chapter is necessary. A quip that I'm pretty sure I came up with, "The pieces have to be put into place before the game can begin." And** _ **man**_ **has the game begun! I'm sure you can see the signs of a new omnitrix, what with the omniverse-trix glitching it up. Kai just gained new powers in the form of her sheath, which will be demonstrated next episode. The dynamic duo-and-soon-to-be-trio found a new ally in the Lady in the Lake, straight out of the old Excalibur legends. Next episode, I'll try to get ben his new watch, and hopefully** _ **maybe**_ **introduce the third party member. I'll start an update schedule for every other Monday. I'll keep it regular, even if I finish an episode early. This is so I can stock up on chapters in case I hit a bout of writer's block. I got the idea from another writer (I forgot his/her username), and I decided to do it.**

 **I've already drawn Wiretap, but it's in pencil. I'll digitally illustrate him soon. He's my first legitimate original alien, and by that, I mean I think it would fit well into the actual series.**

 **Question, is my pacing all right? I tried my best to insert description paragraphs where they were needed, keep dialogue concise, and keep "Blank looked over to Blank" to a minimum. Do I go too fast? Are transitions too abrupt? Are there any other areas I need to improve?**

 **P.S., I snuck a reference in here. (It's not very well hidden.) Grape smoothies to whoever finds it on their own.**


	4. Episode 4: Primed and Ready

**This episode, I'll try to get ben to the new omnitrix. The powers of Excalibur will be demonstrated further. The third party member is still a-ways to go, though. There will be a decent amount of action, I hope. So without further ado, Episode 4.**

Previously on Ben 10,000:

Ben and Kai had set out on an underground expedition! Something went wrong with the omnitrix, and Ben is too afraid of Asmuth to consider going for repairs. The two finally found the sheath of Excalibur and found a new ally among the Lady in the Lake. Meanwhile, Rook begins the tedious search for the original rustbucket.

Episode 4: Primed and Ready

At the dinner table, Ben and Kai sat drenched in front of a flabbergasted Bartholomew.

"One more time, if you please."

Kai wrung a stunning amount of water out of her hair, considering that she had already done it multiple times. "Ben ate the floor of the wine cellar as upchuck and blew the hole wider so we could slide down the tunnel. There actually were zombies, as well as a host of other traps, and we took them all out. At the very bottom was a giant lake inhabited by some sort of spirit, which I'm pretty sure was the Lady in the Lake from the Excalibur legends. I suspect that the Lake itself must have been moved to this location. We fought some stone constructs and got the sheath out of its pedestal, all while underwater. The Lady in the Lake used extreme water pressure to launch us out, but it was on friendly terms."

Bart sat back with his hand on his forehead, with a bewildered expression plastered on his features. "Who knew that was underneath our feet the whole time?" After a moment, he pointed to the sheath. "Can I see it?"

Kai nodded and handed him the sword and sheath. The old scholar held it up in awe as he looked it up and down. The main part of the sheath was a brilliant blue hue that seemed to shimmer as it moved through the light in the room. Silver colored bindings and straps reinforced the chassis, and engravings complimented the shape of the whole piece. Looking at the hilt and crossguard of the sword itself, you could see that the two were literally made for each other.

"This is fantastic workmanship." He attempted to draw the sword, but it didn't budge. "It seems to only respond to your touch." He handed it to Kai, who drew the blade effortlessly.

"That makes sense, it must work similarly to the stone that the sword was in." Kai re-strapped the scabbard to her hip.

Kai and Bartholomew conversed for a while, while Ben fiddled with the Omnitrix. He entered the code for internal hardware access and the watch beeped in confirmation. The black faceplate opened to reveal all of the internal circuitry and mechanical parts. Ben groaned when he saw the state of things. A bit of intelligence regarding the internal workings of the omnitrix had leaked from his Intel aliens into his own brain, and he knew enough that the watch was pretty much beyond conventional repair. Any piece that wasn't warped was snapped in two. It was a wonder that he could transform at all, and he wondered why the diagnostics hadn't seen this. He would either need to rebuild it entirely, which was impossible with his human intelligence, go to asmuth, which was out of the question, or go to Blucic and Driba. He shuddered at the thought of what they might accidentally do to the watch. Transform until you get greymatter it is, then.

Ben closed the watch just as Kai and Bart finished their architectural blabber.

"I'll have to find a way to visit Atlantis myself, it sounds quite wonderful."

"If you master underwater combat against killer mermen, be my guest." Suddenly, Kai's cell phone buzzed. "Hold on." She pulled it out and checked who was calling before answering. "It's Rook. Hi, how are you?" As she listened, her face got serious. "Okay, we'll come right away."

Ben stepped towards her. "What's the sitch?"

She was already walking towards the door. "Asmuth sent a distress signal, which you obviously weren't able to receive. We need to get to plumber HQ asap. Sorry Bartholomew, we'll have to continue our discussion later."

He waved it off. "It's quite all right, you young heroes tend to be quite busy, what with the world needing to be saved every now and again." He turned to ben with a sympathetic expression. "I'm so sorry about your grandfather. Believe it or not, he and I met on multiple occasions, and got to be quite good friends. I was devastated when I heard the news."

Ben's expression darkened slightly. "Thank you. I should be going now." He stuck his hands in his pockets and followed after Kai. Bartholomew looked on sorrowfully, knowing full well what the boy was going through.

Ben closed his eyes tightly and frowned. He had come here to try and take his mind off of… _that_ , but he couldn't seem to get away from the sympathy. He composed himself before he caught up to Kai. "You ready to go?"

She nodded. "I'll come with you to Galvan Prime. I'm dying to try out the scabbard's powers."

Ben, who remembered to get the keys out of the ship this time, popped open the cockpit and the two climbed in. The ride to the entry zone was short, and thanks to the convenient time of day, the plumber HQ satellite was a straight shot upward.

Before too long, they arrived at the hangar bay of the towering satellite. Ben parked his rustbucket IV in its designated spot and the two hopped out. The green tiled walls and floor hadn't changed much since the Tennyson administration, as the new head Magister of this sector was nostalgic of the days when he and Ben were partners and Max was in charge.

Speak of the devil, said Magister was heading out to greet them now. Rook had upgraded his suit, and the proto-tool was no longer a prototype. Rook tended to be all business when he was on duty, and he maintained a serious expression as the three met in the middle of the hangar. "There is no time for pleasantries. I will brief you on the way to the long distance teleporter."

Ben sensed the seriousness of the situation and avoided the usual clever remark. If _Asmuth himself_ sent a distress signal, then something was truly wrong. "Lead the way."

As they walked, Rook ran the situation by the two heroes. "Asmuth sent us an emergency distress beacon three hours ago. I have been trying to reach you since then, but you were not responding. I knew you were with Kai, so I attempted to call her several times. Your underground position was quite inconvenient. Anyhow, Asmuth was attacked with little warning. He was forced to take his current project to his bunker, where it is likely that he currently resides. It is impenetrable, making it rather unnecessary to protect him." The tall Magister looked seriously at Ben. "The omnitrix is supposed to be able to receive calls anywhere in the universe. I assume it is damaged in some way."

Ben sighed in shame, but Kai was impressed. "Wow, you're good."

Rook stopped in front of the door. "I have worked to refine my deductive reasoning. The omnitrix is still operational to some degree, is it not?"

Ben waved his hand in a so-so motion. "If you're asking if I can still transform, then yes. I can't pick any specific aliens, though."

Rook pushed the door open and entered, and Ben and Kai followed. "You are resourceful, you can manage. Kai can come if she wants. Due to your tardiness, you are reinforcements." He paused. " _Much needed_ reinforcements." Ben and Kai stepped onto the platform. "The threat level has been gauged to be upper-battlefield, and the type is brute-mecha. Most of the advance force has been either incapacitated or evacuated. You are to neutralize the enemy by any means necessary."

Ben turned to his ex-partner. "Why can't the Bluespots take care of it?"

Rook ushered them towards the teleporter. "They are transporting highly concentrated plasma materials that cannot be teleported. You were closer."

The Long-Distance teleport powered up as Ben and Kai approached it. As they were engulfed in green light, Rook gave Ben a look that managed to be encouraging and worried at the same time. "Good luck, Ben. Be careful."

Galvan Prime

When the light dissipated, Ben gasped at the scene laid out before him. No building fully stood, and Asmuth's tower had been toppled. As he and Kai pressed forward, he couldn't help the dark thoughts that came to his mind.

 _I could have stopped this. It's my fault that we weren't here in time. I can't believe that my stupidity even broke the communicator! This is a complete repeat of-_

Suddenly, a building next to them exploded in purple energy, interrupting Ben from his dark musings. He pulled up the omnitrix's broken scroll wheel while Kai drew Excalibur. Once the dust settled, Ben could see a large figure hunched over. As it slowly stood, Ben could make its features out more clearly.

It was a little smaller than a Vaxasaurian, and appeared to be mostly mechanical. Its shiny black armor was accentuated by yellow highlights and LEDs. It had a thick, bulky exterior, and what little of it that could be seen under its armor was a collection of thick cords and wires. Its forearms resembled hydraulic pistons, and its head looked like a one-eyed skull, with the eyeball a glowing yellow sphere. Two spikes came from where its ears would be, and one came out the top of its head. On its right pectoral, the numbers "003" were illuminated by LEDs.

Kai muttered, "Whoa, freaky robot." With uncharacteristic speed, it turned its head and snapped its gaze to Kai.

After a couple seconds of eye contact with each individual, it bellowed: " **Identified: Kai Green, Sheath in possession. Benjamin Kirby Tennyson, omnitrix damaged. Situational parameters met. Engaging Primed and Ready protocol.** ". Its eye flickered red, and a logo briefly flickered into view, but not for long enough to recognize it. It began lumbering towards Kai and Ben with surprising speed.

Ben had just enough time to slap the watch and become Diamondhead (and silently thank the universe) before '003' smacked him with a hydraulic powered fist. Kai gritted her teeth and jumped forward, charging Excalibur with a light burst. With its still-outstretched fist, it turned and backhanded her, sending her to the other side of the street.

" **Identified: 'Diamondhead'. Engaging jackhammer protocol.** ", it moved with surprising speed towards a dazed Ben, and thrust its fists into his face before using its arms like Jackhammers. Kai snuck up behind it and stabbed her sword deep into its back.

Electricity arced around the wound, and Kai struggled to get Excalibur unwedged. " **Wound received. Primed and Ready situation Foxtrot-31-J identified. Seizing weapon.** ". At that, Excalibur was sucked deeper into its back. Kai's eyes widened as its arm rotated around and punched her off.

As 003 stalked toward Kai, Diamondhead shook his head in a daze. "Jeez, that guy really packs some punches." He looked up to see it advancing towards a defenseless Kai. His eyes narrowed in focus.

Ben aimed his arms back and threw them forward in a thrust. A large crystal emerged from the ground, catapulting the petrosapien and his fist directly into 003's face. The hulking robot never saw it coming, and stumbled back.

" **Foxtrot-31-J protocol interrupted. Initiating Foxtrot-31-J-B.** ". It jammed its fist into the ground and jackhammered. The asphalt rippled like water as the vibrations shook the area. Rubble flew in all directions, and it took everything Kai had to avoid getting crushed. Diamondhead blocked or sliced the first few, but he was getting knocked around with high velocity cement chunks.

As the shanking intensified, Kai began to lose her footing. Finally, she slipped, and couldn't avoid the next projectile that came her way. Ben's eyes widened in horror as Kai was impaled by rebar and concrete.

Unremorseful, the hulking machine ceased its jackhammering and stood up. " **Foxtrot-31-J-B complete. Initiating protocol Alpha-42-H** ". Ben began to run towards Kai, his face a mask of utter horror. If Petrosapiens could shed tears, he would be doing so profusely. Before he could even make it halfway, he received a hydraulic punch to the face, launching him towards Asmuth's tower.

As he landed, the omnitrix started beeping. Now he was angry. This stupid universe killed two people on this planet, and now he couldn't even hold the form that was keeping him alive. He'd better get something good.

With a green wave of energy, Diamondhead was replaced with Jetray. He felt the unmistakable sensations that came with an aerophibian and immediately knew that the universe was finally being kind to him. He took to the sky in a blur just as 003 smashed down on his previous location.

The robotic monstrosity trained his eye on the young hero. " **Protocol Alpha-42-H no longer valid. Initiating protocol Alpha-68-M** ". It began jackhammering up large pieces of rubble and hurling it at the Aerophibian, who easily dodged.

Ben shot a few lasers in the direction of 003, and upon seeing that they had little effect, began to scan his surroundings. Wreckage of the advance force's vehicles could be seen, and Ben could only assume that the Kineceleran extraction team had removed the survivors. He would get no help in that avenue. He eyed Asmuth's building. He was sure that there would be something there that he could use against this thing. He turned in that direction and began a dive. He didn't hear what the thing said as he flew away, but it was probably some kind of stupid protocol change. He neared the top floor, which was no longer on the top of the building. Glancing back, he saw no sign of 003, and entered.

Kai

Kai gasped as she felt the rebar impale her, and looked down to see it coming out of her stomach. She fell over in agony, teetering on the edge of consciousness. She saw Ben sprinting towards her, a look of terror plastered on his face. She had an internal moment of sorrow and pity. _Poor guy… two people who are important to him died on this planet…_ she tried to speak up and warn ben about the quickly approaching 003, but it was too late. It smacked him away and gave pursuit.

Kai waited for the endless sleep to finally overtake her, but to her confusion, it never came. She struggled through the pain and into an upright position. She felt her wound. _No… Blood?_ She looked at the sheath on her hip. The silver bands were slightly glowing. _The Sheath! So that's what it does! I'll have to test this further later._ With a grunt, she reached behind her and yanked the rebar out. She screamed in agony, collapsing again. The wound had gotten worse from the yank of the rebar, but when she touched it, she only felt a stinging. _So… It must stabilize wounds or something, and nullify the pain._ She took a shaky step forward, and soon realized that she could move like normal. She started off on a brisk jog towards where she saw 003 and Ben go, hoping that she wasn't too late.

Ben

Miraculously, Asmuth's workspace was mostly upright. Jetray landed at the center of the lab. He started rummaging through the stuff that was scattered around, looking for something useful. However, his attention was immediately grabbed by a sharp beeping noise.

Ben glided over to the source and found a barrel-sized container. Suddenly, a robotic voice emanated from the device. " **Omnitrix detected. Forcing reversion.** ". With a laser and a beep, Jetray transformed back into Ben. " **Scanning genetic signature: Ben Tennyson, Main timeline, identity confirmed.** ". With a hiss, the capsule opened.

Ben peered inside, and gasped when he saw the capsule's contents. "Another Omnitrix!?" Ben looked down at the one on his wrist, and then back at this new one. It resembled the original prototype that he gained in his youth, but there were some differences. It was slimmer and the shape was inverted, with a thinner wristband compared to the watch-face. A pipe ran down the middle of the wristband, and more pipes from the four corners of the watch's main part bent into the wristband. The most interesting feature was the symbol. Rather than the standard hourglass peace symbol, it was now a green 'X' on a black background. The watch was positioned so that the hole Ben's wrist would go into was facing him.

With a beep and a high pitched wine, two of the black angles came together and a hologram of Asmuth formed over the watch-face. " _Hello, Ben. I don't have much time, so I have to do this quickly. An extra-dimensional being with malicious intent has emerged from the darkness of the universe. It sent one of its soldiers to Galvan B, and it is laying waste to the Mechamorphs. Why they couldn't lay waste to a mechanical being is beyond me. I have reason to believe that it will come to Galvan Prime next, so I am prerecording this message in case I am not here to give you this directly._ "

" _This is the Omnitrix prime. I detected that yours was damaged, no doubt by imperfections caused by that infernal installation, but even if it wasn't damaged, it wouldn't be enough. Even I can acknowledge that we need a weapon, not a peacekeeping device._ "

Asmuth leaned forward seriously. " _I may need to go on the run. After you deal with this robotic monstrosity, come find me. To access a manual, swipe down. If you don't have time to read the manual, twist the dial to activate the watch's main functions, and it will operate similarly to the original prototype with master control unlocked. Good luck, ben._ ". The hologram fizzled out.

Ben stood in shock for a second. He closed his eyes for a moment, thinking. Then, with a descisive nod, he pressed the release button on the watch on his wrist. The wristband expanded to loosen, and then retracted into the main square part of the watch before he put the compact device in his pocket.

He reached out with his left hand and inserted his arm into the watch. He could hear the internal mechanisms power up as it closed down on his wrist.

Suddenly, a searing pain scorched his wrist. He screamed in agony and jumped backwards, clutching his arm. Asmuth's voice emanated from the watch. " _Don't panic. The genetic integration that normally takes years is being compressed into a few seconds. Mental integration will proceed at a normal rate, so you may experience small issues with sensitivity until it completes. The integration should be complete by the time this recording is through._ ". Just as Asmuth ceased talking, the pain stopped. It still stung, but Ben could actually feel the watch like it was a part of him. In his mind, he felt a new presence.

With a loud crash, 003 ripped open the wall behind him. Ben nearly jumped out of his skin and turned to face the beast. He remembered to twist the dial, and did so. Suddenly, a green light enveloped him. As it died down, he looked down at himself. He wore a jumpsuit not unlike what the omnitrix dresses his aliens in. It was bright green down the middle of his chest and on the inside half of his legs, and black everywhere else. He had green armbands, and his hands were bare. The Omnitrix Prime symbol was still on his wrist, but it was part of the green armband.

" **Protocol Alpha-68-M conditions met. Situation Delta achieved. Initiating protocol Alpha-4-B.** " 003 leapt at him, its hydraulic fist cocked back. Ben went for his wrist thinking of diamondhead, but he immediately transformed before his hand got to his wrist. There wasn't a flash, or even a wave of energy. He just shifted, and immediately became diamondhead.

Reacting quickly, he held out his hands and caught the fist. Cracks formed on the ground beneath him, and he grunted in exertion. He noticed that the omnitrix symbol had stayed on his forearm rather than move to his chest.

Remembering that he could change on a whim, he thought ' _Humungousaur!_ ' and immediately changed to the alien. Again, the symbol remained on his forearm. With a smirk and a grunt, he turned and lifted the bot over his shoulder, slamming it into the ground. With a thought, he shifted to Rath and started pummeling 003's chassis, riddling it with small dents. "Lemme tell ya sumthin', random robot who keeps spewing Jargon, who's only identification is a number on his chest! You made a huge mistake when you killed my _not_ -girlfriend! I'm gonna pummel you till there's nuthin' left!" As he spoke, he didn't see 003 position his fist directly at him.

The piston made a loud burst of air as the large robotic fist was propelled into Rath's abdomen. Ben crashed through the wall and went hurdling through the air, and shifted into Stinkfly mid-arc. His wings fluttered to life, and he corrected his trajectory to land on top of a half-destroyed building. Once he touched town, he changed to Wiretap and scanned Asmuth's building for signs of life, organic or mechanical. As he gazed, however, he saw something he didn't expect.

"KAI?!"

HQ

"Awh, Leetel Rook, yew're soh cute wen you wury about Ben Tenneysun!"

Rook peeled his gaze from the monitor and briefly looked over at _his_ not-girlfriend. "Welcome back. You should get to your post now."

Fistina, who had just returned from her mission, fake-pouted as she approached the Revonnahgander. "Awh, yew're no fuhn." Fistina's look had very slightly changed. She had made the permanent change from red to plumber white, and had gotten a small number of upgrades. She slyly smiled at him. "Vehry wehl, Leetel Rook. We weel see movie tonight?", she asked hopefully.

Rook sighed. "Yes, they have made another sumo slammers movie. I was planning on going with Ben, but I suppose we could double date with him and Kai."

He had initially been annoyed at her feverous attempts at a relationship with him, but he had begun to spend more time with her due to work. She was actually quite intelligent, and Rook was surprised that he enjoyed her presence. After she served her time in jail and passed with flying colors in the plumber academy, she had become professionally adept at her various abilities, and had even gained some new upgrades. She ended up on a mission with rook, and they made quite the team. He had put her on the Bluespots, a team of handpicked individuals who go with Rook (and sometimes Ben) on high-stakes missions. They had just returned from a mission and were being put on standby in the event that Ben and Kai are not able to handle this mechanical construct.

Fistina gave him a crushing bear hug. "Oh, Yew're the BEHST, Leetel Rook! I weel see yew laytre!" Rook sighed as she skipped off. Fistina meant well, but Rook had a job to do. And this was a very bad time. Rook's heart caught in his throat before dropping in his stomach when he saw Kai get impaled by the rebar. He watched in horror as Ben was driven into Asmuths lab. Agents typed away at their computers, trying to get a visual of the interior, but the firewalls were too thick.

Rook turned to his Kineceleran assistant. "Get the Bluespots ready for teleport." She saluted and dashed off, clipboard under her arm.

Rook trained his eyes on the monitor showing the exterior of the lab, watching for any sign of Ben. His heart sank when he saw the black and yellow robot bust down the wall of the lab, but was slightly relieved when a green light emanated from within. But within seven seconds, Rath was launched through the roof.

The entire room went silent as Rath changed to Stinkfly in mid-air, and then going Wiretap on top of the building. And then, something even more unbelievably fantastical, Kai sprinted across the street, unhindered by the wound in her stomach.

Rook's assistant zipped up to him. "Bluespots are ready, sir."

He held his hand up. "Keep them on standby."

"Yes sir." She relayed the information and returned to his side.

 _What in the world is happening?_

Ben

Kai didn't see Wiretap, but she did see 003 stroll out of the ruined building. She locked eyes with the robot and dashed forward. It threw a punch forward, but she ducked to the right and rolled between its legs. She sprang up and grabbed hold of Excalibur, which was still embedded in its back. With her hands on the blade, she charged and released a burst of light, dislodging the blade and dealing a heavy blow to the internal systems.

Ben leapt forward and Jetray-dived off of the building. When he neared the big robot, he shifted to NRG. With a massive clang and a crater, the robots back was caved in. NRG shifted to Crashhopper and backflipped off of the thing's back. He landed next to Kai and reverted to human before facing her. "You like the new watch?"

Kai was dumbstruck, but she regained her composure. "Aren't you going to ask whether I should be dead?"

Ben waved her off. "Nah, I figured that this is what the sheath does the minute I saw you alive. Anyways, this guy fights sort of like Armodrillo-" As he said the name of that alien, he immediately transformed into him. "So _that's_ what he meant by sensitivity issues… Anyway, we can fight using Armodrillo's weaknesses."

Kai 'oh'-ed in understanding. "Which are?"

"You keep your distance, and-" Ben wasn't able to finish. With a creak and a shudder, 003 stood. " **Extensive internal and external damage received. Fight-to-the-death protocol activated.** " It charged forward, its wounds sparking and eye flickering red with a black skull-and-crossbones. Armodrillo rushed to meet him, and they locked hands, jackhammering rapidly. 003 was taller, and quite a bit stronger, so he eventually had the yellow creature pinned underneath him.

His mind scrambling, Ben turned into Goop and flowed onto 003's back. He momentarily shifted to Brainstorm and scanned for weaknesses in the exterior while delivering electric shocks. After a quick analysis, he internally facepalmed. _He's made of METAL. EATLE could-._ As soon as he thought the word 'eatle', he transformed into the creature.

"Or I could transform now. Bottoms up!". He began tearing away pieces of the monster, his horn glowing as he built up energy. As he did so, 003's arm rotated backwards into a position that it could aim directly at Eatle. Ben's eyes widened as a huge fist pistoned in his direction.

As ben crashed into a building on the side, Kai rushed in with Excalibur. She danced around the robot, slashing at its legs and blasting it with light. Eatle crawled out of the rubble and released his pent up energy, which struck 003 in the face. Ben changed to XLR8 and dashed forward. _Now, if I change into fourarms-_ , he changed into fourarms immediately, and skidded forward. He regained his footing and leapt toward the robot, punching it rapidly. _Transformed too soon. Okay, if I go JuryRig-_ Suddenly, he was JuryRig, and his next punch ineffectively squeaked against the armor. The goblin-like alien looked up in fear at the skull-like facemask glaring down at him. "TOO SOON! TOO SOON!"

As 003 reared its fist, Kai aimed a light burst behind her, which launched her up and onto the back of the robot. She stabbed Excalibur into its back and discharged repeated flashes into it. She back flipped off of it as it started sparking, a yellow warning sign flashing in its eye. " **I-inTErnAAL sYstEmS sEveR-reLy dAMageD. DeATh FreNZy pRotOColS ActIVaTed.** ".

JuryRig regrouped with Kai and reverted to human. "That doesn't sound good." 003 started shaking and sparking, electricity induced spasms seizing it. Suddenly, the spasms stopped. Its gaze snapped to the two heroes, and it started barreling towards them at terrifying speeds.

Ben reacted quickly. With a thought, he changed to Atomix, dealing a devastating uppercut mid-transformation. " **NNN-KAI! GYET TO SAFETY!** " She nodded and sprinted away.

Atomix centered his gaze on the bot, who was frenzying in his direction. " **NNN-THIS ENDS HERE, TUBBY!** " He reared his fist. " **FISSLE WHISTLE!** ". With a wicked haymaker and a green flash of energy, 003 was blown clear into the air.

Ben quickly changed to XLR8, and sprinted at blurring speeds to where he knew 003's trajectory would take him. He shifted back to Atomix and raised his arms. " **HAH-MI-NAH-HAH-MI-NAH-HAH-MI-NAH…** " a green ball of energy formed in his hands as he finally intercepted 003.

" **NUCLEAR WINNER!** "

 **Heh, the battle is going nicely, and everything is going according to… Wait, what? The Author's Notes mike is on? Crap… uh, hi. Where's my script?**

 **So, I guess this one ran slightly long. That's okay, I guess. More for you guys to read.**

 **Okay, *ahem*. So, a bit of an explanation. Galvan prime's buildings are much bigger in this story than in the show. If you'll remember what Ben 10,000's city looks like in the original show, that's sort of what I envisioned for Galvan prime.**

 **Anyways, Ben finally has the new Omnitrix! Its design is on the cover of the story. I have big plans for this thing. Do you like the flaw I built into it? I had to put something to make development still a thing. I'll get a design for the new super-suit up on the site eventually.**

 **Kai finally starts to show off Excalibur's true power, which is actually based off of the real legends. The sheath actually did protect its bearer from bleeding, but I'll add a few more powers to it. The sword was said to have blinded its enemies with bursts of light, but I decided to make it a little more versatile.**

 **Later, I plan on doing an episode dedicated to the Bluespots. I have a number of characters that I have in mind for it, most of them original. They really didn't get much of an opportunity to shine in this episode, but it makes sense with Ben being the protagonist and all.**

 **I know, I know, Rook and Rayona is cannon. To be fully honest, 'Rook x Fistina' was originally a joke. I actually did find some real reasons for this pairing, though. Rook is Magister, and has duties to tend to. Rayona is typically on Revonnah. You know the saying; long distance relationships never work. Meanwhile, Fistina became a plumber, and ended up spending a lot of time around our favorite Revonnahgander through circumstance. I'll expand on the situation with Rayona in a later episode.**

 **Team member number 3 is on his way. If you remember, in every series except omniverse, it's a trio (unless you count skurd as a real team member, which I don't). Ben, Gwen, and Max in the original, Ben, Gwen, and Kevin in AF and UA. No one cares about the reboot (Apologies if you actually do, it's just not my thing), but it does have a trio. It makes sense that this would have a trio as well.**

 **For clarification, Ben is twenty-one, nearing twenty-two. I don't know what age Kai was in the show, so I'll just say she had her birthday earlier and she's twenty-two. After five years, they're still in denial. Tsk, tsk. They really need to get their act together. Maybe adding a few third wheels will help.**

 **Anyways, I hope you guys are enjoying this. I really appreciate feedback, it really helped me think through some things. Anyways, see you again in two weeks!**


	5. Episode 5: The Game is Afoot

**Here's another chapter. I stopped it just after 3000, so it's a bit shorter than the last few chapters. I want to keep them manageable, and I like stocking up. This episode is pretty half/half when it comes to story and action. I'll be introducing quite a few new characters, and I hope the tone isn't too inconsistent. I'm going to start bolding the transformations. Anyway, on with the episode!**

Previously on Ben 10,000:

A powerful robot originating from an ominous source was sent to Galvan Prime, and Ben and Kai answered the call to action. In the fray, Ben acquired a new omnitrix with powerful abilities, but is having a hard time controlling when he transforms. Kai discovered the death preventing powers of the sheath, and survived the battle despite a ghastly wound in her stomach. As Atomix deals the final blow, the pieces are put into place for another great episode!

Episode 5: The game is afoot

When the smoke finally cleared, 003 was a scattered heap of sparking, twisted metal, glowing with radiation. The head was still halfway intact, and the logo that had flashed before was now steadily visible. Contained within a diamond, it had a swirling symbol that resembled an eye. Underneath, text read 'Spectate elite corps'.

Due to the Nuclear Winner, any building within a block was just a bit more destroyed than it was before. Atomix hovered to the ground and reverted to **Ben** as Kai tentatively approached the scene.

She gingerly maneuvered through the wreckage and stood by Ben's side. "That was…"

Still in amazed shock, Ben attempted to finish the thought. "Awesome?"

"Terrifying." After a moment of silence, Kai corrected herself. "But yeah, it was pretty awesome."

For a good ten minutes, they simply stood in place, admiring the wreckage of the robot that had tried to kill them. They were forced to cover their eyes when a teleport exit flared up at the edge of the wreckage. Once the light cleared, Rook could be seen alongside a group of plumbers.

Ben immediately recognized the Bluespots. They had the standard white armor, but their badges were blue. There was a Florauna with dual pistols, a Tetramand with two gattling guns, a Galvanic Mechamorph integrated into the Tetramand's gear, a Necrofriggian with ice daggers, a Kineceleran medic, an evolved Sonorosian, and finally Fistina, who waved sweetly at rook before the team entered formation.

As the Bluespots spread out to make sure the area was secure, Rook approached Ben and Kai. "You two did quite well. However, I have a number of questions."

Broken from his stupor, Ben grinned. "Ask away."

In the debriefing room…

Kai had been taken to the infirmary to get her wound examined. The sheath's powers were fairly unpredictable as of yet, and the medics wanted to be absolutely sure that Kai would survive. Meanwhile, in the briefing room, Ben (still in his new super-suit like appearance) had recounted his experience within Asmuth's Lab. He sat across from Rook at a table laden with Smoothies and Chili fries. "So I basically got a new omnitrix, and Asmuth warned me about some intergalactic threat."

Rook nodded thoughtfully. "And where's the old omnitrix?"

Ben jumped in remembrance and reached for his hip, where he remembered putting the omnitrix in his pocket. "Oh yeah, I put it in my-", he was cut off when he felt where his pocket wasn't. "-Pocket?"

He turned to get a better look at his suit and realized that it had no sort of pocket at all. "What in the name… what happened to my pocket?"

Rook's face lit up at the chance to think through a problem such as this. "Your suit seems similar to the uniforms that the Omnitrix typically dresses your aliens in. Perhaps it has simply replaced your clothes, as well as the objects they contain."

Ben remembered that Asmuth had left him a manual. He raised his forearm, on which was the x-shaped omnitrix prime emblem. He racked his brain for the swiping command, and remembered the 'swipe down to access the manual'. He did so, and a green holographic square appeared above his arm. It had a long thing of text, and Ben read through the first paragraph with Rook reading over his shoulder.

 _Omnitrix Prime Operation manual_

 _Hello, Ben. Hopefully, you'll read this before you swipe up, but then I'd be dreaming. Chances are, you've already activated the transformation feature. If so, then I have some good news and some bad news. The good news is that you never have to worry about the watch timing out. The bad news is that you'll never time out. You can still revert to human, but you will technically be constantly transformed. If you were wearing anything of value, then I deeply apologize. You won't see your real clothes again until I can get my hands on the watch. If you haven't swiped up yet, then you can expect everything I just said._

Rook stroked his chin in thought. "There are two sides to everything, including the omnitrix issue. The bright side is that we no longer have to worry about theft of the device. On another note, I need to hear Kai's side of the story. You wait here, the medics do not allow chili fingers in the Med-Bay."

As Rook set off to hear Kai's tale, Ben decided to read through the rest of the manual.

 _Anyways, the Omnitrix Prime currently has minimal features. It has a simple mental interface, a database, transformation features, extremely basic utility features, and continuous recharge and overheat prevention. It does not include Celestial Sapien DNA, as the sheer complication of that species takes up too much space in the Prime's currently limited memory. The reason for its minimalistic functions is that it is mostly comprised of nanotechnology. The watch you put on disintegrated (or will disintegrate) into thousands of plasma-based nano-machines. The emblem is simply a central hub, touch interface, and computation system. The Nano-Machines will latch on to various cells in your body, inside and out, to ease the load on the transformation process. This makes for more efficient transformations, and it is easier to sustain forms. All it takes is mental control, and you will be able to stay transformed indefinitely. I have not yet designed a way to reverse this process, but there shouldn't be a need to._

 _Do NOT, under ANY CIRCUMSTANCES attempt to modify the Omnitix Prime. I designed new features and updates that you will need to install later, and any changes you might make are extremely likely to be incompatible with future installations._

 _You may be concerned about the sensitivity. Don't worry, it's like a muscle. At the moment, the mere thought of an alien will activate change. (I pre-calibrated the interface to your silly pun-names. Your welcome.) However, as you grow alongside the watch, it will adapt to your mental patterns and become second nature. Put in practice, train hard, and the reward will be astounding._

 _Now, there are a few swiping patterns that you need to memorize._

 _Swipe Down to access databases, and up to exit them. Within the databases, swipe to the left or right to scroll through them. Databases include this manual, an update overview, and an alien catalogue._

 _Swiping to the left and right will have features tied to them later._

 _Swiping up brings up a map. The map is rather rudimentary, but it will display a number of things. One, it shows your current position in the universe, which is a given. Two, it homes in on my bunker's residual teleportation signature. (Yes, my bunker teleports. You can't break into it if it's not around long enough to do so.) I can't have anyone knowing where I am, but maybe you can make something out of knowing where I've been. I will leave upgrades behind. Installation will be simple, and can be done in any alien form. Simply touch the upgrade component to the emblem and the nano-technology will take care of the rest._

 _This evil is like nothing we have ever seen. Well, it's probably something I have speculated, but let's not get ahead of ourselves. Whatever it is, it has deep resources, and seems to have malicious intent towards the universe's inhabitants. It is very powerful, and I have no Idea how to combat it. That is why I am traveling across the universe in this fashion. I will continue my investigation- you do your best to keep the universe safe._

 _You can do it; I have faith in you. You and your friends have saved the universe time and time again. I know you can pull through now. Good luck, and may the schwarts be with you._

Ben decided to take a look at the other features. He swiped and got an alphabetized list of aliens, and got a blank update page when he swiped again. After swiping up, the hologram disappeared, and he swiped up again to see the map. Sure enough, it was a basic map of the universe. He saw a green blip near earth, where he was, and a gradually fading green circle on Galvan prime, which must be the teleportation residue from the bunker. He spent the next while familiarizing himself with the interface, until Rook's assistant zipped up to him.

"They're ready for you in the Med-Bay.". She eyed his chili-stained fingers. "You should wash your hands first, though."

Undertown, Earth

The market was relatively busy. Vendors sold everything from tentacles on a stick to socks for any tube. Thanks to the publicizing of the fact that aliens exist on earth, humans were now able to visit, and a few had even made their home in the cave under Bellwood. However, it takes a certain amount of bravery to venture into the streets of a place where anything can and probably will happen.

Suddenly, a purple blur whooshed through the crowd. Aliens stumbled in surprise, and shopkeepers called out in anger as their wares tumbled to the streets. But then, as sudden and unexpected as the blur, three purple-clad Sotoraggain bounty hunters tore through the market at top speed, which was pretty darn fast. Six-six, Seven-seven, and Eight-eight jetpacked, sprinted, and grapple-hooked over crowds and through alleyways in pursuit of this strange blur.

The chase took them all over undertown, through alleyways and down streets, even over and through buildings. However, the blur always stayed just out of reach.

Said blur ducked behind cover, just barely managing to get out of sight of the three Sotoraggains. With a whoosh, they zipped past his hiding spot. Fighting to control his breathing, he listened as his pursuers yelled in frustration after losing their quarry.

He was wrapped in a hooded cloak, and what little of him could be seen was in purple cyber-armor. Sighing in relief once he heard that they were gone, he pulled back his hood to reveal a sotoraggian helmet.

Plumber HQ, Earth's orbit

Rook, Ben, and Kai sat in the lounge in the plumber satellite, Kai with bandages around her not-bleeding stomach.

Rook looked sorrowfully at Ben. "I deeply apologize for causing you to break planetary arrest. Perhaps the fact that it was under my orders will ease their judgement."

Ben waved it off. "I'm the universe's ace in the hole. I don't mean to be cocky, but it's true. Whatever they do to me, it can't be permanent. Plus, it was worth saving Galvan Prime."

Finally overtaken by his curiosity, Rook pointed a question to Ben. "So, you transform simply by thinking of an alien?"

Ben nodded. "It's that easy. If I think **XLR8** -", at the word XLR8 he transformed into his Kineceleran form. "I turn into XLR8. Or like if I think **Water hazard** -" he shifted to Water Hazard. "I can go directly from **XLR8** -", he turned into XLR8, "To **Water Hazard**.", and back to Water Hazard.

Rook's eyes widened in awe. "That is amazing!"

Suddenly, a Florauna dropped just in front of Ben's face. "Whatever you do, don't think about Way Big!"

He thought about **Way Big**. The transformation hit, and he began to expand. The furniture crunched underneath him, and Hotshot was thrown into Kai, who sat opposite Ben. It was a noticeably longer shift time, and he managed to think of a different alien mid-transformation. He shrank into his Vaxasaurian form.

 **Humongousaur** stomped over to the pilot, who was laughing his vines off. He held out a massive finger and pinned the Bluespot to the ground. "Not cool."

The elite plumber wiped a tear from his eye as he attempted to pull himself up. "N- N- NANOMECH!"

Ben lifted his head in confusion. " **Nanomech**?" He lifted his eyebrows in horror. "OH SH-". He couldn't finish that thought, as he rapidly shrank into a tiny speck of green light.

As Hotshot burst into another fit of laughter, a few more figures entered the room. "That's enough, Hotshot." The female necrofriggian plumber entered the room, tailed by the rest of the bluespots.

The offender tentacled to his feet. "Oh come on, Wraith, I'm just having a bit of fun."

As Ben changed back to his **human form** , the bluespot Tetramand, aka Grease finger, plopped backwards into a sofa, causing the supports to splinter. "I must admit that it was quite humorous. However, that is no way to treat your superior.", he said with surprising eloquence. The Galvanic mechamorph, aka Rewire, de-integrated with Grease's pack and settled on the couch next to him.

The evolved Sonorosian remained standing, locking his gaze on the Florauna. "Your actions jeopardized the structural integrity of the satellite.", he said in his monotonous robotic tone.

Hotshot groaned in frustration. "You too, Synth? Jeez, no one can take a joke here."

"Eye thought it was funney." Fistina sat next to Rook and crushed him in a side-armed hug, the couch noticeably bending under her weight. The poor magister's eyes bugged out as his lungs were squeezed empty.

"Why did I agree to date you?", he wheezed out.

Fistina grinned in pleasure. "Because I am so beautiful, silly Rook!" Hotshot snickered, and received a disapproving punch in the shoulder from Wraith.

With a whoosh, the final bluespot went straight to Rook with her clipboard, having come separately from the monitor station. Fistina frowned in displeasure as she released her grip on the Revonnahgander. _This girl spends too much time with my Rook._

Hotshot playfully slugged the Kineceleran's shoulder. "Medkit, how nice of you to join us."

She rolled her eyes. "Sir, we have a situation. All three on-record Sotoraggian bounty hunters have been spotted in Undertown."

Rook stood up and brushed off his shoulders. "Thank you, Kira. (Her real name. Rook doesn't do any of that silly nickname business.) Fin, if you say the name of the To'Kustar form again, I will personally put you through a wood chipper. Are we clear?"

Hotshot, now identified as Fin, sighed out a "Yes sir…"

Rook nodded. "Good. Ben, Kai, come with me. These low level enemies will be a good opportunity to further test your new abilities."

Ben got up and followed the Magister, and Kai fell into step alongside Ben. She looked at him incredulously. " _Those_ are the _Bluespots_!?"

Ben chuckled and nodded. "Yeah, I know, right? Hotshot may be unprofessional, but he's literally the best pilot I've ever seen."

Kai glanced back at Synth, who was watching them leave. "Is that… an Ultimate Echo Echo?"

Ben, who had accidentally turned into **Echo Echo** without realizing it, matched her gaze. "Yeah. We don't really know where he came from, though. He had lost his memory when we found him, but he seemed to have an interest in protecting the public, so we let him join the plumbers." After hearing himself speak, he glanced at his hands. "Darn it. So that's why I'm having a hard time keeping up. Stupid stubby legs." He reverted to **human** as they approached the control room.

Rook approached the fish-like Magister Patelliday, who was issuing orders to some workers. "Magister Patelliday, what is the status on the Sotoraggians?"

The Piscus volann beckoned them over. "It's not good. They've really been tearing up undertown; they're obviously searching for something, but we have no idea what it could be." He glanced at the two operatives that the other magister had brought with him. "Don'tcha think sending Ben is a bit overkill for this?" Kai huffed slightly at being overlooked. She was just as overpowered as Ben was! Okay, not true, but still.

Rook shook his head. "That may be, but I think this will be a great demonstration of both his and Kai's new abilities."

Patelliday eyed Kai's wound. "I heard you took a pretty bad hit. Are you sure you're fully recovered?"

She waved it off, relieved to get a bit of attention. "It'll be fine, I'm still walking, aren't I?"

The other Magister nodded, his dangly light thing bobbing in the air. "I'll just send you two down, then. Compared to what you just handled, you won't need any support for this one."

The teleporter booted up, welcoming the two heroes in and zapping them through existence.

undertown

The other Sotoraggian sat still. The explosions had stopped, and all of the citizens had fled. It should be silent, but he heard some footsteps nearby. It was either one of his pursuers, or some Atrocian who didn't get the memo for evacuation.

Tentative, he dared a peek around his cover. Down the alley, he saw six-six kicking open dumpsters. He slunk back behind the boxes unseen. He had turned off the lights of his cybernetic suit knowing that the glow would give him away, but he was terrified nonetheless. If the other Sotoraggains found him, he knew that nothing good would become of him.

He held his breath as six-six finally approached his hiding place. He noiselessly readied his blasters and primed his jetpack, knowing that he would have to make another run for it.

elsewhere…

Ben and Kai blinked out the teleport blindness and found themselves in undertown. Having already concocted a plan, Ben shifted to **Wiretap** and quickly spread out a sensory network. The biggest vibrations he could find were to the north, so he retracted his fingers, reverted to **human** , and pointed in that direction.

They wordlessly set off in that direction. Ben immediately noticed that Kai had become very fast, almost supernaturally so. The sheath glowed and surged with every step she took, obviously the source of her newfound endurance.

Kai apparently noticed this too and picked up the speed, smirking back at him. Ben shook his head grinning before changing to **Fasttrack** and leaving her in the dust. He chose Fasttrack because he had a quieter speed than XLR8's whooshing propulsion, and they wanted to get the jump on the Sotoraggians. Fasttrack may not be quite as fast, but he has feline quietness and agility in addition to that speed.

Racing around the streets of undertown, he did a quick search of the area, and caught sight of Eight-Eight. He managed to breeze past without being seen, but she was definitely aware of his presence. Ben decided to loop back to Kai and give a quick report of things. As he was doing so, he unwittingly slammed headfirst into seven-seven, with an audible "WHAM!" that could be heard for blocks.

The bounty hunter screamed some obscenities in his language as Fasttrack scrambled off of him. Seven-seven hurriedly shouted some unintelligible alien words into his com link and started firing a volley of laser blasts in Ben's direction, but Ben changed to **Feedback** and the blasts vortexed into his fingers.

"Well, so much for stealth." The conductoid smirked as Seven-seven changed tactics and charged at him, buzz saw at the ready. Ben discharged the energy within him before switching to **Kickin'hawk** and nailing the Sotoraggian in the face.

The two combatants made eye contact before Ben stood and made a 'bring it on' gesture. "Show me your moves, ugly!"

Kai

The minute she heard the crash, she knew Ben had screwed up royally.

"You dweeb…" She guessed what had happened, and chuckled for a second before picking up the pace. Soon enough, she saw Eight-eight jetpacking through the streets towards where they both knew Ben was.

Kai leapt into the path of the bounty-hunter and nailed her with Excalibur, bringing them both to the ground. Eight-eight cursed and turned to face her new adversary, guns and blades at the ready.

A dark alleyway

Suddenly, Six-six jumped in a startle as his com chatter went on overdrive. He took a minute listening in to his radio before jetpacking away.

The hooded Sotoraggian could barely stop himself from whooping in celebration, but he started a train of thought. If they're looking for him, what could possibly have gotten their attention in such a way that they abandon the search? Is it worth any money? Is it dangerous? He'd better go see.

He ninja-dashed out of the alleyway at top speed, tailing six-six. He knew it was the stupidest thing he'd ever done, but he also knew that curiosity and the cat could get along sometimes.

He stopped and looked up as the other bounty-hunter touched down on a rooftop. He could hear the sounds of battle nearby, and crept to a vantage point.

What he saw gave him a bit of hope. On the left, he saw a human female in red and brown, wielding some sort of glowing sword. She was actually keeping eight-eight on her toes. On the other side, seven-seven was engaged in combat against a Petrosapien. Wait, no, a Methanosian. Scratch that, it's actually an Arburian Pelarota. Wait a minute… is that Ben Tennyson? No. Spocking. Way! He couldn't tell if that was really cool or really bad. He was either saved, or about to be arrested.

He froze as he heard a blaster whir to life behind his head.

Ben

Ben was really, _really_ loving the Omnitrix prime. With a thought, he was **Diamondhead** , blocking attacks and flinging diamond blades. With a tug of his mind he was **Swampfire** , tangling his opponent with vines. At a word he was **Cannonbolt** , smashing into the tangled enemy.

He was about to finish it with a knockout blast from **Shocksquatch** , but he heard a third party scream something in sotoraggain. He looked up to see Six-six holding a smaller sotoraggian by its neck, with a blaster trained at its head. The smaller bounty hunter scrambled to get out of his grip, but to no avail.

While Ben was distracted, seven-seven sliced out of the vines and jetpacked up to Six-six, and Eight-eight soared over some buildings. Even from here, Shocksquatch could see that Kai had done a number on the third bounty-hunter. Six-six raised the fourth sotoraggian, presenting it to his partners. The three blasted off, flying towards the starship parking.

"Oh noh ye don't, eh! _**XLR8**_!" Ben quickly shifted to his fastest form and sped off in pursuit. He happened to pass Kai and picked her up in a princess carry, one arm under her knees and one around her back.

"HOW MANY TIMES DO I HAVE TO TELL YOU NOT TO CARRY ME LIKE THIS!?" Kai had to shout over the wind in order to be heard, and was blushing a bit.

"NOT MY FAULT, IT'S FOR BALANCE REASONS!", Ben replied in his raspy Kineceleran voice.

Soon enough, they caught up with the Sotoraggians, and Ben set Kai down and switched to **Gravittack**. Raising his hands, he increased the gravitational pull on the purple bounty-hunters, bringing them to earth.

As ben walked up to them, they looked back up fearfully at the Gallilean that had them stuck in place. "All right bubs, you're gonna tell me what's so important about that guy.", he said, pointing to the smaller unconscious Sotoraggian.

They started talking all right, but Ben still couldn't understand a word they said, and he was pretty sure they were swearing at him. He slapped his forehead with his free hand. "That's right, the only language they talk with is gibberish." He looked over to Kai sheepishly. "You wouldn't happen to have the restraints on you, would you?"

 **So there we go! Sorry for the abrupt ending, but we'll really get places next chapter. How do you like the Bluespots? They'll probably get their own Episode eventually, sort of like those episodes in adventure time that don't have Finn or Jake at all. Here's a definitive list of the Bluespots' names, species, and specialties.**

 **-Hotshot. Species: Florauna. Real name, Fin. Specialty: pilot.**

 **-Grease-finger. Tetramand. Real name: Varsun DeVance. Speacialty: Front line combat, mechanic.**

 **-Re-wire. Species: Galvanic Mechamorph. Real Name: Neoid. Specialty: guy in the chair, buffing teammates.**

 **-Wraith. Species: Necrofriggian. Real Name: Tara Unagi. Specialty: Flanker, squad commander.**

 **-Synth. Species: Evolved Sonorosian. Real name: maybe a serial number? Specialty: crowd control, powerhouse.**

 **-Medkit. Species: Kineceleran. Real name: Kira Molann. Specialty: Medic, (rook's) secretary.**

 **-Fistina. Species: I dunno, some sort of robot or something. Real name: Fistina? Specialty: bruiser.**

 **I use the official alien species names a lot, so I've decided to index the ones I use down in the author's notes and let you know which alien they refer to if you don't already know.**

 **-Florauna: Wildvine**

 **-Tetramand: Fourarms**

 **-Galvanic Mechamorph: Upgrade**

 **-Necrofriggian: Big Chill**

 **-Kineceleran: XLR8**

 **-Sonorosian: Echo Echo**

 **-Sotoraggian: Six-six, Seven-seven, and Eight-eight**

 **-Vaxasaurian: Humungousaur**

 **-Revonnahgander: Rook**

 **-To'Kustar: Way Big**

 **-Piscus Volann: Ripjaws**

 **-Atrocian: The Worst**

 **-Conductoid: Feedback**

 **-Petrosapien: Diamondhead**

 **-Methanosian: Swampfire**

 **-Arburian Pelarota: Cannonbolt**

 **-Gallilean: Gravittack**

 **I hope this is helpful. To answer a question before it's asked, the reason I include so much stuff in the Author's Notes is to anticipate and prevent confusion.**

 **I found the author that inspired the two-week deadline thing. They write a Danny Phantom/Harry Potter crossover called spellbound. You should check it out, it's pretty cool.**

 **Next chapter, I have some pretty wicked stuff planned. Anyway, see you in another two!**


	6. Episode 6: Darkness shows its face

**Crap.**

 **Ok, hi. I had already started this episode, and I got pretty far-ish, but my computer died pretty hard and I lost my progress. I don't fully remember what I did, but it's okay because I have it all planned out. This Episode has some important stuff to introduce, and it's going to be pretty awesome. So, without further ado, Ben 10,000.**

Recap

Previously on Ben 10,000: After their bout with the evil robot '003' on Galvan Prime, Ben and Kai came back to earth and met up with the Bluespots. The two heroes didn't have much time to rest, though, and were sent to deal with all three Sotoraggians at once! The latter were in pursuit of a fourth smaller Sotoraggian, who was knocked unconscious. It was a tricky situation, but Ben finally managed to bring them down to earth. Who is that new Sotoraggian, and why were the others chasing him? What will happen next? Stay tuned to find out!

Episode 6: Darkness shows its face

The first thing that the Sotoraggian noticed when he woke up was a headache. He opened his eyes from under his helmet and groggily stared at the ceiling lights above him. He sat up with a groan, alerting another person to his consciousness.

A Kineceleran excitedly whooshed to his side, her tail twitching in excitement. "You're finally awake!" She snatched up a clipboard from a table in super-speed. "I'll be right back. Don't get up!", she yelled back to him as she zipped out of the room.

Despite the commands of this Kineceleran girl, he swung his legs over the side of the medical table and stood up. His weapons and gadgets were taken from him and the familiar weight of his Jetpack was missing, but at least he had his cyber-armor. He took a good look at the room he was in. It was very tidy, and various medical instruments lined the walls. He was the only patient in the room, despite there being another bed on the other side of the space. He assessed the area for potential weapons, but he couldn't find anything more lethal than his own armored fists. Perhaps that was on purpose.

He attempted to interface with some of the medical equipment, but all of the ports were blocked up, probably in preparation for him. They obviously didn't trust him enough to give him anything to actually use. He began to poke and prod the walls and floor, but startled into an upright position when the door whooshed open.

A tall and muscular Revonnahgander strolled into the room, followed by the Kineceleran girl. "I'll leave you two to sort this out.", she said before speeding somewhere else.

The Sotoraggian backed away a couple steps, but the cat-like alien just chuckled. "Greetings, I am Magister Rook Blanko. Do you happen to speak the common tongue, by any chance?"

He hesitantly shook his head. Rook nodded in understanding before stretching out his hand, offering a small technological disc. "Then would you mind using this translator? We have prepared it so that you can interface with it."

Tentatively, he reached out his hand and snatched it from the Magister's palm. He clicked it into a port on the ear-part of his helmet and it beeped in confirmation. "Is this working?" The translator's voice sounded a bit like a text-to-speech.

Rook smiled and nodded. "Yes. Do not be afraid, I am only trying to help you. What is your name?"

Slightly put at ease, the bounty hunter sighed before sending some commands to the translator. "I am… One-one."

Rook tilted his head slightly in interest. "Does that mean you are the first of your kind?"

One-one waved his hand in a so-so motion. "The first Sotoraggian, very much no. Even the first cyborg, no, that would be Zero-Zero. But I am the first combat cyborg created by- well, I shouldn't say. But yes, I came first."

Rook was thoroughly intrigued. What happened to numbers two through five? Are they secretly at large? But that was a matter for another time. "Interesting. Do you know why the others were after you?"

One-one shook his head no. "I have no idea. How would one change the voice for this? It's annoying me."

Rook smiled in slight amusement. "You are interfaced with it. You tell me."

One-one mentally delved into the options for the translator, and when he was done he sounded a bit like that first customer you see in Muppet's Christmas Carol. The Sotoraggian also added a bit more fluctuation and expression to the speech patterns. "There, that's better."

Rook nodded. "Yes, much. Until we sort out why they were after you, would you mind staying with us for a time?"

One-one did his version of a grin under his helmet-mask. "I would like that."

deep space, galactic court

Ben stretched out his boredom and tossed his keys up and down. Not having pockets was really inconvenient. The final decision of the court was that Ben needed a re-evaluation of his power level due to the possession of a new Omnitrix, but when it came to the planetary arrest, he was sent home with a slap on the wrist, a pat on the back, and a very hefty fine that was eight times his monthly salary. Luckily, he had a large amount of money in savings, but that didn't mean he wasn't seriously pissed off.

He could feel himself on the verge of becoming heatblast, and reasoned that his emotions must be tied to the Prime as well. He clicked the windshield open on his ship and **crashhopper** ed into the vehicle before reverting to **Ben** and closing the cockpit. As he pulled out of the hangar, he got a message on the com system from Rook.

He answered and a holo-screen of Rook's face popped up. "Hey, how's it going with the number-dudes?"

The magister shrugged and sighed. "There have been varying levels of success. The small one woke up, and we found out that his name is One-one, but we have made no progress on his brothers and sister. We still don't know why they were after One-one, which we need to know in order to properly charge them." Someone made a comment on the other side of the line. "Scratch that, they are not actually biologically related in any capacity. As you can see, having a friendly Sotoraggian in our custody has advanced us in leaps and bounds in the files for the Bounty-hunters."

Ben smiled, but had to swerve out of the way of an angry pilot. At the rate the other guy was going, he was probably on his way to pay for a speeding ticket. "That's awesome! I'll hurry right back; I'm excited to meet this 'One-one'."

Rook grinned back at him. "And he's equally excited to meet you."

Ben yawned, noticing how tired he really was. "Well, I won't actually have much time there. It's pretty much midnight in Bellwood time, and I've made this trip four times today. I could really use some sleep."

Rook turned up a corner of his mouth. "I'll hang up so you can concentrate on driving. See you soon, I'm excited to hear how the trial went."

"See you, rook." Ben closed the connection and yawned. There must be some alien that doesn't need sleep or something. Maybe **clockwork**? Oops. No, he may be mechanical, but his reactions were too slow. How about **Ditto**? He could take shifts that way. Yeah, that sounded good. Wait a minute, he couldn't see over the dashboard. He changed some of the seat settings and leaned back, producing a duplicate who climbed back and sat in one of the backseats. "I'm gonna catch some shuteye. Now, don't go getting us killed!"

"Gotcha." So, ditto number 1 stepped on the gas, only slightly wondering whether he still had 'the feature' for using two dittos to have two aliens.

Unclipping from the shadows of the galactic court, a very small space-worthy vessel entered a stealthy pursuit of our hero.

So, it turns out that when a Ditto falls asleep, he pulls his clones into unconsciousness as well. That idea was quickly scrapped, and Ben spent the rest of the ride testing different aliens' sleeping patterns. He found out that Upgrade enters a sort of dormant recharging state rather than sleep which can be switched on and off at will, and XLR8 feels stronger drowsiness than most other species. Diamondhead didn't need to sleep as far as ben could tell, but he was way too close to puncturing the roof of the ship.

Ben finally settled on Whampire, who's sleeping clock was a combination of backwards and extended. The flight was over by then, but it was handy to have an alien on hand who could go longer without sleep.

Ben's ship beacon automatically unlocked the hangar door, and it hummed to a stop before the windshield popped open. Still Whampire, Ben soared out and changed back to **human**. He checked in at the front desk before making his way to the lounge.

Outside

After unlatching from the subject's three-person craft, the strange entity did an area stealth-scan of the satellite HQ. The computerized brain identified all of the required bio-signatures for protocol Alpha-1, but also detected some of the blacklisted bio-signatures. It went down the list of protocols and conditions until arriving at the suggested course of action and activating it.

It activated the anti-paradox field before entering intangibility. It was engineered to bypass anti-necrofriggian/Ectonurite measures, and easily passed through the hull, but ended up tripping security measures. All within protocol. As it drifted through the halls toward the null void projector, it passed a mirror and got a good look at itself.

Resembling a ghost, it had a segmented tail instead of legs, a ellipsed chassis, long clawed robotic arms, and a skull-like faceplate emitting ghostly fire from the top of its head. With purple 'X's for eyes and equally purple LEDs all over its body, the numbers "004" glowed from its left chest.

Ben

The alarms blared just as Ben got to the lounge. Ben looked up at the speakers angrily as plumbers charged through the halls around him. "Seriously? Ah, well, I guess sleep will have to wait."

Ben went **XLR8** and speeded to the control center. Rook was already there, issuing commands to various plumbers.

Rook noticed ben and waved him over to the monitors. "Does this remind you of anything?" On the screen, a ghostly robot of a familiar design swooped through the halls.

Ben made the connection quickly. "It looks like that '003' thing."

Rook nodded. "Exactly. We've predicted that it is heading for the Null Void projector. You know what to do."

Off to the side, Ben caught sight of a Sotoraggian. He got rook's attention. "Is that One-one?"

Rook waved Ben to the door. "Yes, but there is no time for introductions, you need to go!"

Ben shifted to **Ghostfreak** , saluted, and phased backwards into the wall. The base was trained to recognize the omnitrix's signal and deactivate localized portions of the anti-phasing measures, so Ben wasn't worried about that. He was concerned about how powerful these robots were. If 003 was anything to go off of, this 004 was going to be one heck of an opponent.

The latest Null Void Projector was a large ring of tech, and anyone who watched Big Hero Six will see similarities between this and the portal in that movie. It was a bit thinner, and a bridge with extending functions was positioned just in front of the projector.

Ben phased out of the wall near the Null Void projector room and shifted to **Echo Echo** , creating five extra duplicates. As soon as 004 turned the corner, Ben hit him with a full sonic blast. 004 shrieked and phased through the wall. A bit of electricity danced around the portion of wall that he phased through, meaning the measures were still active, but this robot had some way to bypass them.

Ben rejoined all of his clones and changed to **Wiretap.** He flipped through all of his filters until 004 showed up on the electromagnetic vision. 004 circled the room and swooped down from out of the ceiling, but Ben was ready and nailed the bot with a high energy output beam. It quickly shook off the damage and took a swinging approach, twisting and diving through multiple lasers from Wiretap. It got in a nasty claw slash, which put dents in Wiretap's hard exoskeleton.

Ben shifted to **Jetray** and got some distance, shooting eye-lasers with pinpoint accuracy. 004 was ready, and activated its intangibility. The lasers passed harmlessly through, so ben changed to **Big-Chill** and moved forward for an ice attack.

Remembering that two intangible creatures are tangible to each other, Ben went intangible to move in for melee combat. As the two advanced towards each other, Ben formed icicle blades by breathing into his fists, a trick that Wraith taught him.

Rather than meet the ice blades with its claws, 004 dived down towards Ben's legs, beginning to glow in a purple misty energy. Much to Ben's surprise and dismay, they phased right through each other, despite both being intangible. 004 twisted and rose behind Ben's back, delivering a wicked punch to the back of his head. Ben tumbled forward, landing hard on his elbow.

004 gazed at him unemotionally before turning towards the Null Void projector. It extended an interface cable and linked up. Ben caught sight of the text that flashed across the screen. First there was that logo, the 'spectate elite corps', but then all of the frequency values flashed across the screen. Ben, who had been intelligent aliens often enough that the effects lingered in his human form, realized what it was doing. It was attempting to access something other than the Null Void.

Elsewhere in the base

One-one jetpacked through the halls, searching for a specific set of numbers. _342, 342, where the Spock is 342?_ He found himself in the 300 hall, and skidded to a stop when he got the 40s. _345, 344, 343, aha! 342!_ He used the keycard Rook had given him and unlocked the door. Inside was a troop barrack, and he quickly located the girl that Rook had mentioned.

He rushed up to her and shook her shoulder. "Ms. Kai Green? Ms. Kai Green, wake up! The base is under attack!"

Kai, who had somehow slept through the alarm, did not sleep through this. She bolted awake and punched One-one in the face, rolled out of bed, and drew Excalibur in a single fluid motion. One-one jet-jumped away and held his hands forward in a peaceful defense. "Ms. Kai Green, _please_ , _cease and desist!_ Magister Rook Blanko sent me to wake you!"

Kai, who was still half asleep, shook the cloudiness out of her head. "Wait, you're that sotorwhatsit that we saved, right?"

He nodded. "Yes, I am One-one. I would thank you for saving my life, but the base is under attack. Mr. Ben Tennyson is dealing with the threat as we speak." He waved her forward. "Your presence is requested in the command center. I am told you are fast, so I will utilize my jetpack."

They ran out the door and One-one activated his Jetpack. Kai was quite fast, but she couldn't keep up with the full throttle so he brought it down a bit. They could only hope that they could make it there in time.

The Null Void Projector room

Ben watched in horror as 004 made the final inputs to prep the projector. In a last-ditch effort, he shifted to **Fourarms** and leapt at the intruder. Not even fazed, the robot turned intangible and caught Ben by the back of the skull. It used surprising strength and tossed the Tetramand across the room.

Now rid of the subject's meddling, the ghastly 004 drifted towards the activation switch. It glanced back towards the dazed form of Ben, it's expressionless face almost conveying joy. With a decisive motion, it pulled down the lever and the projector hummed to life. A vortex of multi-colored energy violently erupted from the giant ring, meeting at the center to form a rippling wavy surface of cross-dimensional energy. Ben was reminded of **Chromastone** 's hand blasts, and accidentally transformed into him.

Cackling could be heard from the other side of the portal as an echoing voice sounded through the station. "HA-HA HA! FINALLY!" A silhouette became visible on the other side of the portal, arms outstretched to either side. "LADIES AND GENTLEMEN, ORGANIZATION UNNAMED IS PROUD TO PRESENT…" A booted foot pierced the surface of the portal, and crackling energy spilled from the breach. As the figure made himself visible, three more figures that were distinctly more robotic stepped through behind him.

"THE RETURN OF SPECTATE!" In the middle, the only organic being unfurled a billowing cape. A large collar extended upwards, and glowing eyes and teeth could be seen from within a cloud of darkness. He was very well dressed with a business suit and tie, and gloved hands outstretched in a very stage-like manner. When he spoke, his mouth showed no movement.

Floating above him was a robot that had vague features of a high-speed bomber. Glowing light blue LEDs adorned its armor, and the number 001 was branded on its chest.

To his right was a skeleton-esque robot with tesla coils on its back, electricity crackling around its body. This one's LEDs were green, and its number was 002.

To his left was a robot with red LEDs, the number 005 adorning its chest. It had rubber-like flesh that almost sagged off of its internal skeleton, and seemed to bounce with each step it took.

The leader figure got a good look at his surroundings. "Nice work, Ecto. You almost outdid Demo." He then looked to Ben as if noticing him for the first time. His smile grew wider as he saw the omnitrix prime symbol. "Ah, Mr. Tennyson, it seems that the protocols worked perfectly. You have the omnitrix prime and everything! Is Max dead? Does Kai have Excalibur's sheath? Have you met the third one yet? Ah, but I get ahead of myself. We need to do introductions!"

Ben, still Chromastone, narrowed his eye in anger and skepticism. This other figure stood straight and flourished his cape. "I am Spectate, the prime producer of organization unknown!" He gestured towards 004. "You've already met elite number 004, codenamed 'Ecto-Tron'."

He then waved his arms, presenting the robots around him. "These are the rest of the Elite Corps. Above me is Aero-Tron, the green one is Elec-Tron, and the red one is Kineti-Tron." He pulled a familiar robotic spiked skull from his coat and chuckled. "You really did a number on Demo-Tron, it'll take ages to rebuild that big of a bot from all that twisted scrap."

Ben readied some Chromastone blasts. "What do you want!?"

Spectate's grin turned mischevious, a quite scary sight with the whirling vortex behind him. "My desires are beyond your comprehension. Let's just say I have…" he held up his hand and black mist congealed into a replication of Asmuth's manual. He enlarged a certain part, his head turning back in pure evil glee. "MALICIOUS INTENT." He closed his fist and the hologram fizzed into nonexistence. He pointed forward and his robots got into ready stances. "ELITE CORPS, SECURE THE BASE! ALLOW NO OUTSIDE CONTACT!"

The plumber HQ was on full alert. Alarms blared throughout the satellite, and plumber personnel scrambled to defend it. Aero-Tron had punched through a wall and was circling the satellite, blowing up any ships that dared leave the hangar. Ecto-Tron disabled the communications, and Elec-Tron and Kineti-Tron were dealing with personnel. Out from the portal came a legion of smaller robots, all branded 012, codenamed GI-Tron (general infantry). These were basic foot soldiers, and had no special abilities aside from mass productability.

Spectate skipped over a pile of unconscious plumbers, humming an incoherent tune that made sense to no one but him. His ever present glowing grin widened at the sight of the destruction, and he turned around and moonwalked for a couple of steps. Ben was struggling to keep up, and it was perfect. And with protocol Delta-7 in place, the plan will go perfectly.

Spectate finally arrived at his destination, which was the command bridge. The blast doors caved in with a flick of his wrist, and a roundhouse kick finished the job. He strolled in to the bridge where the entire high command was in wait. Ben was here, he would save them. Heh, not so.

As a troop of GI-Tron secured the room, he approached Rook. "Hello, my good Revonnahgander. How are you today? That was rhetorical, you're having a terrible day." He took a quick glance around the room. "Good, none of them are here."

He turned to the monitors, where he saw his robots doing their work perfectly. "Aren't they magnificent? True art at work, I must say."

 _Rook stood up, ready to draw his proto-gun at a moment's notice. "What is it that you want?"_

 _Spectate gave a little chuckle. "Funny, Tennyson asked me basically the same thing." He raised his hand, and a cloud of black mist caught Rook in a Vader grip. The other leaders in the room backed away in fright. "I want control."_

 _He reached his hand into his pocket and pulled out what looked like a cigarette case. "I liberated this thing from a French guy in a ski mask. I find it to be quite useful." He pulled a cigarette from it and lit it. as soon as he put it to his mouth, the cigarette dissolved into smoke. The smoke completely covered his body and lingered for a few seconds, obscuring his features. When he spoke, he sounded exactly like Rook. "For instance, I can use your authority to get rid of Ben Tennyson."_

 _Ben was fighting for his life. He hit Kineti-Tron with full_ _ **Crashhopper**_ _force, but every blow to this thing only made it inflate, giving it more kinetic energy to expel at its leisure. Elec-Tron could levitate and had this big annoying force field that Ben couldn't find a way past, and blasted tesla coil stuff at him every few seconds. He couldn't focus on one without leaving himself open to the other. He had no idea where Ecto-Tron was, but it didn't matter yet. He had to make sure that everyone was okay._

 _He changed to_ _ **XLR8**_ _and retreated. He attempted to contact Rook, Kai, or the Bluespots, but he couldn't get through to anyone. He made his way to the command bridge, but stopped short when he saw Kai and One-one fighting off a group of GI-Tron._

 _Mid-approach he changed to_ _ **Cannonbolt**_ _, and the momentum carried over to the new form. He wiped out a whole group of them like a bowling ball knocks over pins, and then changed to_ _ **Diamondhead**_ _and joined his allies. "You guys okay?"_

 _Kai slashed through a GI-Tron, cutting it cleanly in two. "What in the world is going on!?"_

 _Ben punched through a couple robots with a diamond-blade. "This is the extradimensional threat that Asmuth wrote to me about. Have you seen Rook, or any of the Bluespots?"_

 _One-one was jetpacking around the room, four guns ablaze. "Ms. Kai Green and I were on our way to meet Magister Rook Blanko in the control room. The plumbers with blue badges were making their way to the Null Void projector room."_

 _Ben cursed before changing to_ _ **Lodestar**_ _and magnetically crushing some GI-Trons, then cursed again when he realized that he could have used it against the other Trons. "We have to find them and get out of here! Follow me!"_

 _He changed to_ _ **Armodrillo**_ _and charged forward, plowing through robots. Kai and One-one watched his back, destroying any robots that slipped past his defenses. They got about halfway when they saw Rook dashing through the halls._

 _The trio skidded to a halt, but Rook waved them forward. "No, don't stop! The HQ is compromised; get to the long distance teleporter!"_

 _Ben nodded, but something felt off. He shrugged it out and shifted to_ _ **cannonbolt**_ _._

 _Soon enough, they got to the Long distance teleporter, and they all stepped on. Rook, however, did not. Ben looked at him worriedly. "Rook, what are you doing?"_

 _Rook began to type at the keyboard. "I'm bypassing the jammers that Spectate and Ecto-Tron put into place. I'll send you guys ahead and stay behind to make sure the Bluespots are okay."_

 _Ben finally realized what was off. "Rook, why are you using contractions? And how do you know about Spectate and Ecto-Tron?"_

 _Rook suddenly smiled, and his voice changed very drastically. "You're one sharp boy, Mr. Tennyson." Smoke started to emanate from his body. "Don't get off of that teleporter pad, or you could get cut in half by the energy border when you teleport." His smile grew to unnatural wideness as the Rook persona drifted into smoke. "That would just be messy."_

 _Ben burst into_ _ **heatblast**_ _form, his anger rising. "Spectate, you'd better turn this thing off or else I'll-"_

 _"Or else you'll what? Pummel me? Grind me to a pulp?" He turned his back and walked out the door. "Don't worry, I'll take_ _really_ _good care of the Bluespots." He gave a small wave as he walked out the door, his cape swishing in an almost practiced way. The teleporter hummed to life as Spectate made one last comment that left them all reeling. "Oh yeah, Rook said 'hi'. He also screamed a lot."_

 _ **Author's notes:**_

 _ **What the smell do you think you're doing?**_

 _…_

 _ **Stop, I've heard enough. Your actions put the entire project in jeopardy. Their world is in even greater danger, and to make things worse, you put our necks on the line!**_

 _…_

 _ **Sigh. I guess you're right. But we can only pray that the outer-**_

 _ **Sh*%, the mike is on.**_

 _ **How much did you hear?**_

 _…_

 _ **Sh*%.**_

 _…_

 _ **Never say a word of this to anyone, you got me?**_

 _ **Ok, we're cool? Cool. So, how did you like that episode? Was resurrecting vil- wait.**_

 _ **Oh yeah, the script is useless. I'll just have to wing it.**_

 _ **So crap just hit the fan. A super-powerful villain comes from some alternate dimension, and then dominates the battle. Ben has always been overconfident, so I needed to give him a real challenge in order to stimulate growth.**_

 _ **How did you guys like Spectate? I came up with him as I was conceptualizing the story, and the Elite corps I added later. I needed some slightly minor villain to send to Galvan prime and I had Demo-Tron in my back pocket, so I just adapted his origin to fit Vil- I mean, Spectate's agenda. The rest of the dudes followed suit.**_

 _ **I'll draw Spectate soon in illustrator or something. I'm sorry about the weird cropping for the wiretap image, but I'm too lazy to fix it. I have more important things to do, like writing a story and getting a confirmation from the girl I asked to prom.**_

 _ **I've already drawn Demo and Ecto, and I'm waiting for an opportunity to trace them into illustrator. I'm still working on Keniti, Aero, and Elec.**_

 _ **In case you're wondering, One-one is the third wheel to this train wreck of a tricycle. I was brainstorming for different possibilities, and I liked the Sotoraggian one so much that I just had to use it. It was between him, Chrono spanner, and some alien that already exists in the omnitrix. Chrono spanner was a no because it would have been awkward to go adventuring with your future son, and I didn't pick an alien because it would have been redundant, what with Ben filling that role. I'm trying to give One-one a fun personality. (Is it working?) I won't spoil too much from his backstory, but he'll grow almost just as much as Ben.**_

 _ **I re-read the first episode and found a whole slew of errors, so I'll do an edit at some point in the future.**_

 _ **I stuck a reference in this episode. Depending on some factors, you'll either get it instantly or not get it at all. Smoothies to whoever finds it.**_

 _ **Thank you so much for reading and reviewing. It really makes my day when I see my story doing well.**_


	7. Episode 7: We Steal a Spaceship

**Sorry about the late update, I've just been a bit whelmed with homework.**

 **Last episode was pretty catalystic, and I had a lot of fun writing the new villain, 'Spectate'. We've finally punched past the skin, and now we can get into some real epic-saga-meat. There'll be arcs, travel, growth, etc.**

 **Sorry about the techno-science stuff. It was an attempt to write from a robot's point of view, so sorry if it didn't work as well as I thought it did. Things will be almost strictly organic from here on out.**

 **I'm beginning to question the addition of the rustbucket mystery, as it seems to be subtracting from the rest of the story in my opinion. Imagine if Aang had to discover the deepest darkest most well-kept secret of an** _ **obscure**_ **previous avatar (who existed about a hundred lifetimes ago), all while mastering the elements and taking on the fire nation. That would make things pretty complicated. Honestly, I wasn't even completely sure what the big secret was going to be. If you have an idea, message me and I can work it in somehow. If not, I'll delete it when I go back and touch up the first few chapters.**

 **A bit of a clarifier, the Omnitrix prime puts the symbol of all transformations on the left forearm instead of the chest, with a few exceptions (Ball weevil and other armless transformations). This way he can access it easily in any form.**

 **Anyways, here's the episode. Hope you like.**

Previously on Ben 10,000:

The fourth Sotoraggian bounty hunter turned out to be a prototype fighter named One-one. He seemed like a nice fellow, and felt interest in teaming up with the plumbers. Meanwhile, a ghost robot broke into the plumber HQ! Ben fought furiously, but to no avail. The ghastly Ecto-Tron hacked the Null Void Projector and released what is perhaps the greatest threat the universe has ever seen. Spectate and his elite corps singlehandedly hijacked the plumber HQ and sent Ben, Kai, and One-one hurdling through the universe. What will happen next? Will our heroes be able to stop this terrible threat?

Episode 7: We steal a spacecraft

When the light from the teleport cleared, Ben had a very bad feeling in his gut. You know, the kind that makes you want to throw up. Still in Heatblast form, he bent over and hurled a pool of lava onto the grained pavement beneath them.

To his left and right, Kai and One-one were having similar reactions to the Teleportation sickness. Kai found something resembling a dumpster and threw up in it, while One-one turned away and opened his helmet to let out the Sotoraggian barf.

As the lava hardened and cooled, Ben took a moment to look around. They had been deposited in some sort of alleyway on a planet that Ben didn't recognize. Buildings stretched upward in odd twisting formations, the roofs of which seeming to stretch and converge to form some sort of network. Stars could be seen through the gaps, indicating that this part of the planet was in its night stage.

He gritted his teeth, his flames getting bigger and hotter. How could Spectate do this? Just when things were going right again, it was all thrown out the window. Ben turned and punched a wall, which began to glow from the heat of his fist.

Kai looked up from her dumpster, her face a pale green. "Ben, calm down. We don't know where we are, it could be hostile."

In response, Ben turned and punched the opposite wall, and twisted his fist, grinding it in and further melting the hard rock/metal.

One-one closed his mask and got a look around, instantly recovered from his nausea. "It seems we are on Kinet. Notice the architecture of the buildings and how the roofs converge into a network of highways. You can also hear the constant sound of hundreds of speedsters." As if to further confirm his observation, a few Kinecelerans could be momentarily seen blurring past the opening to the alleyway.

Meanwhile, Ben began to pound the floor repeatedly, causing glowing cracks to appear. He seemed to lose momentum after a good eight punches and fell into a kneeling position, breathing heavily. "We have to go back." He turned to One-one. "How far is Earth from here?"

One-one thought for a moment, working out some math with his fingers. "At least one, maybe two galaxies down the X-axis."

Ben quickly pulled up the Omnitrix Prime's map, which confirmed what One-one said. He cursed and put the map away. "We need to hire a ship. You guys have any money?"

Kai pulled out her wallet. Most of her money was Earth cash, but she had five Taydens. One-one shrugged. "Mercenary work hasn't been kind to me as of late, but I have about twenty Taydens in my account."

Ben exhaled heavily, putting a magma-covered hand to his forehead. "I don't have any of my money, I left it all in the Rustbucket IV. Twenty-five Taydens won't pay for a fast ship, or even a teleport."

Something occurred to him, and he nodded as the validity of the idea resounded with him. "There's probably a plumber base somewhere here. We just need to make our way to some sort of outpost."

With that in mind, Ben reverted to human and dared to peek out of the alleyway. Kinecelerans sped this way and that, and everything was in constant movement. It would be extremely hazardous to get through at normal speeds. He pulled back into the alleyway. Ben thought through his aliens. "If I went **XLR8** , -oops-, I could keep up with the Traffic, but then I would be leaving you two behind. Or I could go **Big Chill** or **Jetray** and carry Kai while One-one uses his jetpack." He glanced back outside. "Nevermind, the wind is too strong out there."

While Ben was rapidly changing and considering his options, One-one strolled out of the alleyway, pulling Kai behind him. Kai pulled away. "What do you think you're doing?"

One-one sighed, exasperated. "They won't pull over for a Bounty hunter like me, but if a human were to signal them, they'd be happy to. Just make this with your hands, and I'll do the talking." He crossed his arms To'kustar style and bent his fingertips backward to touch each other, which Kai replicated with some difficulty. Sure enough, someone slowed down for them. One-one changed his translator to Kineceleran and had a fast-paced conversation. They shook hands, and the Kineceleran sped away.

One-one set his device back to the standard language and he and Kai walked back to Ben, who was now Armodrillo. He tapped the yellow plating and Ben stopped his musings to listen to what they had to say. "There are designated paths for non-speedsters, there's an entrance not too far from here."

Ben changed back to his human form. "Oh. Well let's go, then."

Command wasn't sending any messages, nor were they responding to any of theirs. Ben had used Kai's phone and called every plumber base that he knew the contact number for, but none of them answered his calls. Either Spectate had taken over every plumber base in existence, or this planet was being jammed. By the looks of confusion from anyone on their extranet devices, it was probably the latter.

He idly scrolled through the DNA catalogue, going through a mental checklist of aliens he unlocked in the past. The only one missing was Alien X, a loss that he felt sorely. That transformation was a calming bit of reassurance that everything would turn out all right, and now that it was missing from his library he felt a pressure of unease. The master-control-like transformations were helpful to ease his peace of mind, but the lack of his trump card was unsettling.

He was surprised to see a few new transformation names in the list. There was Serpentesapien, Granulite, Testudinesapien, Geosapien, and quite a few more. He decided to try those when the fate of the universe wasn't at stake.

The trio eventually found themselves in something resembling New York Times Square. Tall buildings sported massive screens, each showing some random advertisement. Fast paced ads for customizable friction orbs, stylized helmets, and kinetic energy powered phone chargers lit up the street. But most prominent was the news screen. It currently showed live footage of the earth HQ, and Ben gasped when he saw what had happened.

A full-fledged space battle had erupted in the airspace around the station. GI-trons had apparently gained jetpacks and swarmed the station, shooting down plumber ships who scrambled to secure the sector. Aero-Tron buzzed around the base like a hornet, blasting away anything that passed the blockade.

The screen shifted to A Citrakayah reporter on the surface of earth. "The plumbers have not yet given information about this crisis, but one thing we do know is that Ben Tennyson is nowhere to be seen."

Kinecelerans in the square began to notice and point to Ben's group, murmuring. "Is that Ben Tennyson?" "Yeah, I think it is." "What's he doing here?" "Why isn't he helping over there?"

The reporter put a hand to his earpiece. "We're getting a transmission from the inside of the plumber's earth HQ." A look of confusion crossed over his face. "It's not a transmission? Then what is it?" The color drained from his face. "We're being hacked?"

The entire screen went static. The entire square seemed to jump, and the image flicked to the inside of the plumber base. Front and center was Ecto-Tron. A chuckle sounded from the background, which Ben and his team instantly recognized. "Step aside, Ecto; you're scaring our viewers with your face." He did so, and revealed a caped figure obscured in shadow. Glowing red eyes and a white grin shone through the dim lighting. "Citizens of the universe, your plumbers have failed you. There is a massive threat to the universe, and they were unable to stop it."

Ben glowered as the villain's glowing grin widened. "But you have no cause for fear, for hope is here! I am Spectate, and I will assist you in this time of crisis." He stepped towards the window, where the ongoing space battle could be seen. "These poor plumbers resisted. But you can be different! Help me, by letting me help you."

He paced to the other side of the room, the camera closely following him. "You may be wondering, how can you help me? Well, I'll tell you. Open up your teleporters to my GI-trons, and let me set up various bases of operations. I'm looking for a certain… _someone_. Ben Tennyson, to be precise." He pulled up a hologram of Ben, complete with his beard and his new Prime-suit. "When it comes to that troublemaker, there is no greater threat to the universe."

The footage of the screen displayed Ultimate Atomix preparing a Nuclear winner high above a planet, where a worm-like creature was spiraling up towards him. "Remember when Ultimate Atomix destroyed the home world of the Gourmands?" The footage changed to that of the Annihlarg destroying the universe. "Or when he screwed up so badly that he had to rebuild reality from scratch?" The hologram of Ben once again dominated the screen. "Do you really want someone that powerful gallivanting across the cosmos?"

Spectate chuckled and stepped into the light. "Of course, he's only one threat. But in order to stop the bigger one, I need to get rid of him first. So do me a favor and help me get rid of him, ok? He could be anywhere in the universe, so get looking!"

The footage fizzed back to the Citrakayah reporter. He blinked a few times before looking back and forth between the camera and the space station. "Uh… back to you?"

Ben didn't know what to think. That jerk Spectate had just sent him away, but now he was trying to capture him? That made no sense at all!

The Kinecelerans in the area began to give the group some odd looks. Kai's hand drifted to Excalibur. "Guys? Are they actually considering this?"

One-one edged behind Ben. "I'm sure not helping your case."

Ben transformed into **Chromastone** and narrowed his eye, scanning the area. "Let's get moving."

They began a brisk walk through the streets of Kinet. One-one kept fiddling with a grenade from nervousness. When they turned a corner, Ben grabbed One-one and Kai by the collars and yanked them behind cover.

Straight ahead was a GI-tron, marching forward towards the Square. Ben shifted into **Big Chill** and grabbed his companions. Staying out of sight of the GI-tron, he made his way to the spaceport.

One-one cried out in protest. "I can fly, you know!"

Ben narrowed his eyes at him. "Can you fly _silently?_ "

The Sotoraggian averted his gaze. "No."

Kai drew Excalibur in preparation for battle. "Why didn't we destroy it?"

Ben found the spaceport and touched down in a dark corner. He set the two down before peeking around a corner invisibly. "Kai, they're robots. They're obviously connected to each other in some way. I've always wondered why destroying one robot didn't alert any of the others in the sumo slammers robo-pocalypse stealth missions. It's what I would build into the system, so I'm not taking any chances. Don't get caught _at all_." He shifted **Ghostfreak**. "I'll see if I can find a spare ship so we can get out of here."

One-one flicked off his suit's lights. "I'll help; I've done my fair share of stealth missions."

Ben rubbed his chin in thought. "You and Kai stick together. I'll find you with Wiretap when I get something."

Kai sheathed Excalibur. "If stealth is what we're going for, then this won't be of much use." She pulled on some climbing gloves. "Don't worry, I'll be able to keep up."

Ben nodded. "Well, I'm going in."

As soon as Ben phased through the wall, One-one got moving. He shot a grappling hook up towards a window, embedding the hook into the stone just underneath the window. He retracted the line and pulled himself up.

Kai just shrugged and got ready for a jump. The sheath gave a dim glow, which began to flow into Kai's body. When she released it, the insane levels of force from the sheath shot her up immediately to the window.

Not quite expecting this much force, she pinwheeled her arms for a second before One-one caught her. He peeked into the room through the window. Once he confirmed that there was no one inside, he deployed his buzz saw and shattered it. He swung Kai up before pulling himself in through the opening.

They started towards a doorway. One-one listened closely for footsteps. He heard some, but they were moving away.

He nodded to Kai before Buzz-sawing the lock on the door. They crept through the hallway, listening intently for footsteps. Somehow, they made it through without incident.

At one point, they got to a stretch of hallway with a large window on the left side. As they crept past it, they looked down and saw a massive room, packed to bursting with GI-trons. A working teleporter brought more at a steady rate.

Kai gripped her hand around Excalibur. "If what Ben said was right, we'll have to deal with all of those if we get noticed."

One-one nodded grimly. "We'll just have to make sure that doesn't happen."

"Well, I'm going in." Ben turned invisible as he phased through the wall. Bracing himself for GI-trons, he gave a sigh of relief when he saw the real content of the room he was in.

He had come through in a restroom. He didn't stick around to find out which gender the room was for and pressed forward. He noticed several one-unit patrols of GI-trons, which almost completely confirmed his theory of a linked network. If they weren't linked, then they would have patrols of more than one. As he periodically encountered GI-trons, he would drift to the side. He didn't want to risk bumping into them on the grounds that they might have anti-phase technology.

He didn't see any Kinecelerans, which meant that Spectate had seized the spaceport. That meant one of two things. Either he knew exactly where they were and prepared for it, or he took control of every port he could think of. Both possibilities were less than ideal.

Ben continued his drift through the hallways, holding his breath each time he saw a GI-tron. He took a peek into each room, and saw a large monitor packed desk. The monitors showed feed from security cameras. Luckily for his comrades, no enemies were manning it, but even if they were they would only catch glimpses of them. One-one really did know his stuff.

Ben decided to take a look at the transportation options. Teleports were being watched, so he decided that some sort of craft would be optimal. He began to press on in the direction of the airfield.

Eventually, he got outside to the airfield where vehicle after vehicle were lined up. He almost attempted to take one then and there, but cursed when he remembered that it would need an activation chip or a key of some sort. He found a dark corner and shifted to **wiretap** before activating his various filters. He kept his eye out for two organic humanoid figures, but also searched for the telltale signs of an activation chip.

He spotted Kai and One-one very quickly, but something that caught him off guard was the sheer number of GI-trons in the spaceport. Shaking it off, he confirmed that none of the robots were near him and switched to electromagnetic filter. He took a closer look at some of the spacecraft.

After deciding which one they should take, he switched back to **Ghostfreak** and went to find his friends.

He had a bit of trouble finding them and had to hijack some broom closets to locate them again with Wiretap, but he very quickly caught up with them.

He phased down through the floor and dropped his invisibility. He ushered them forward in a hushed voice. "Guys! I found a ship we can use!"

Kai glanced around worriedly. "That's great, but how are we going to get there?"

One-one looked at Ben curiously. "Have you ever tried to spread an Ectonurite's abilities through physical contact?"

Ben's eye widened at that prospect. "You can do that?!" without waiting for an answer, he touched them both and focused. Sure enough, he could feel a new presence in his mind. He tugged at it, and they seemed to fuse to his hands. He went invisible, and they followed suit. "Whoa, that's cool."

He went intangible and flew them upward. "To the airfield!"

He remembered the direction he had to take to get back, so he shot off in that direction. However, he didn't account for one thing.

Effort.

It took extra concentration to keep all three of them invisible. By the time he felt his invisibility slipping, it was too late. And worst of all, he was right above a GI-tron. Kai noticed the invisibility go down, and yanked out Excalibur.

The robot saw them. Its eye flashed red, and it whipped out an energy blade. Kai blasted it with some Excalibur energy, but it was too late. It saw them.

And sure enough, the sounds of thousands of footsteps resounded through the hallway. Ben cursed and kicked his flying to top speed. "D'Arvit! We'll just have to skip the activation key!"

One-one deployed some vehicle hotwiring tools. "I could-"

Ben turned on intangibility and left the building. "No time! I'll just go upgrade and highjack it!"

Kai startled for a second. "Ben, you didn't turn into upgrade!"

He slowed down for a second. "I didn't? Hey, I didn't! I'm not **Upgrade** -", they plummeted from the sky as he turned into Upgrade.

Kai landed without a problem thanks to her sheath enhancements, and One-one simply jet-packed down. Ben wasn't as lucky, and fell flat on his face. "Ow!"

Kai helped him up as GI-trons began to swarm from out of the building. "C'mon, we have to move!"

Ben nodded and changed to **Fasttrack**. They sprinted forward past an array of aircraft until Ben saw the one he had picked out earlier. With a great leap, he was on top of it, and changed back to **Upgrade**.

He had chosen an old-looking dropship. He had no idea why something like that would be here, but it had powerful engines and plenty of space for long term usage. With a mental command, he fully integrated with the ship and opened its side doors. "Get in!"

Kai leapt forward and landed heavily in the cargo bay while One-one simply magnetized his boots to the top. He nodded to the cockpit, and Ben started the engines.

By then, the GI-trons had caught up. One-one deployed his shoulder-arms and pulled out his blasters, while his main arms tossed grenade after grenade. It only barely held them off, and by the time Ben lifted off, a significant number had latched onto the bottom of the craft. Kai slashed down at a few, and the severed forms fell back to the scrambling mass of robots.

Ben flew forward and scraped the bottom of the ship against the tops of some of the high-way buildings, ridding them of the last few GI-trons. With that, he started his ascent into space. "Screw entry zones, the whole universe is at stake!"

Suddenly, the radar of the ship detected an airborne presence. He checked through the ship's rear cameras.

It was Aero-tron.

Kai shouted up to the cockpit. "Ben, we have company!"

"I know! Use some of that Excalibur stuff!". Ben picked up the speed as Kai and One-one shot back blasts of energy. To the whole group's dismay, Aero-tron was exceptionally nimble, and easily dodged the attacks.

"I can't shake him like this! One-one, get inside!". The sotoraggian launched his grapple-hook through the opening in the side and pulled himself in. Once One-one got inside, Ben closed the side-door.

With a grunt, Ben focused all of his upgrades to the heat shield and engines, multiplying their speed tenfold. They burst through Kinet's storm-clouds and rocketed into the space above Kinet.

Aero-tron kept up his pursuit, but nothing can keep up with a Galvanic Mechamorph in a spacecraft. The elite robot fell farther and farther behind them, and eventually stopped when it realized that it couldn't catch up to them.

Ben gave a whoop and half-unincorporated from the ship to have a physical form, but also keep the engines in maximum. He and Kai high-fived, and then turned to One-one with their palms outstretched. He was confused for a second, but tentatively bumped his palms against theirs.

Ben shrugged. "We'll work on that later. But jeez, that was awesome!"

Kai sat down on one of the troop-benches. "So… what now?"

The hero sighed and glanced at the omnitrix prime. "I can't defeat any of the Elite Corps as I am. We'll just have to wait until we get a blip from Asmuth, maybe he'll leave one of those upgrades he was talking about.". He gazed out the front cockpit, his singular eye unmoving. "Until then, we'll just… wander."

 **Why is it that the more lenience I give you, the more you put us in danger? Well, there's no turning back now, so we'll just have to roll with it.**

…

 **I really have to pay better attention to that microphone.**

 **I have a lot of fun writing these. So much fun, in fact, that I may just start a second one to run side-by-side with this. It's going to be centered around the Bluespots, if you remember their introduction a few chapters back. I'll probably start it all the way back when the team originally formed. Don't worry, this one will take priority.**

 **Well, here starts the 'trek across the universe' in the description. No longer can they teleport across galaxies instantaneously. That's bad for storytelling. They have to journey, and work for things, or the story won't be satisfying.**

 **I'm illustrating Spectate. I can get a picture of him up on the site eventually.**

 **Well, see you next update.**


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